11 answers for owners and founders of a Marshall Islands company, from ordering to banking, annual compliance and what happens after incorporation. General information, not legal or tax advice; your specialist confirms how it applies to you.
The registered agent usually wants certified passport and address copies for directors, officers and beneficial owners. A lawyer, notary or accountant can certify them. When a signed document has to be used in another country later, an apostille works in most places, because the Marshall Islands applies the Apostille Convention.
Source: Status table: Apostille Convention, Hague Conference on Private International Law (HCCH)
The name must show that it is a corporation, with an ending such as “Corporation”, “Incorporated”, “Limited” or an abbreviation like “Corp.”, “Inc.” or “Ltd.” (confirm the full list with your specialist). It must also differ from names already on the register. Shipowning groups often number their companies, for example one name per vessel.
Source: Business Corporations Act, Nitijela (Parliament) of the Republic of the Marshall Islands
We order it through the registered agent. Banks and counterparties usually want one issued within the last few months, and a good-standing certificate is only issued while the annual fee and economic substance report are up to date. Order it with an apostille if it will be used abroad.
Source: Economic Substance Regulations (ESR), Marshall Islands Registrar of Corporations (IRI)
The Starter package for a corporation or an LLC is US$1,399 for the first year. From year 2 the renewal is US$1,878 a year, which covers the annual registry fee, the registered agent, the economic substance report and our service. A certificate of good standing costs US$799, and nominee shareholder service costs US$899.
Usually the certificate and articles of incorporation, the bylaws, a recent certificate of good standing, a certificate of incumbency listing directors and officers, and the ownership chart. For a shipowning company, add the vessel details and charter or management contracts. The bank decides; we prepare the file.
Whether the corporation carried on a relevant activity, such as holding, shipping or finance, and if so its income, employees, expenses and where it is managed. A corporation with no relevant activity still files a short report. Send us your figures after year-end and we file it through the registrar's portal.
Source: Economic Substance Regulations (ESR), Marshall Islands Registrar of Corporations (IRI)
Before each anniversary of incorporation, because the annual registry fee falls due on that date. Your renewal price of US$1,878 on Starter covers the registry fee, the registered agent and our compliance work. We invoice early so the fee is paid on time.
Source: Associations Law (courtesy copy), Marshall Islands Registrar of Corporations
Tell us before the transfer, so the new owner can pass KYC and the registered agent's beneficial ownership record is updated. Under the 2023 regulations the record must be kept current, and most entities confirm it each year. We also issue new share certificates and update the share register.
Source: Beneficial Ownership Regulations, 2023, Marshall Islands Registrar of Corporations
By a resolution of the shareholders or the board under the bylaws. Directors are not filed on a public register, so the change is recorded in the corporation's minutes and registers and in the registered agent's records. A new director passes our KYC first, and we can issue an updated certificate of incumbency for your bank.
Source: Business Corporations Act, Nitijela (Parliament) of the Republic of the Marshall Islands
The shareholders approve the dissolution, the company settles its affairs, and articles of dissolution are filed with the registrar through the registered agent. If you stop paying instead, a corporation that fails to pay its annual fee or keep a registered agent for a year is dissolved by the registrar, and banks see that history.
Source: Associations Law (courtesy copy), Marshall Islands Registrar of Corporations
Often, yes. Marshall Islands law allows a foreign company to redomicile into the Marshall Islands and a Marshall Islands corporation to move out, if the other country's law also allows it. The company keeps its history, contracts and assets. We check both sides before you commit (confirm with your specialist).
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