LLC or IBC Redomiciliation from the Marshall Islands to Gibraltar

After the changes in the business environment introduced by the Marshall Islands government, certain offshore companies have become less comfortable operating in this jurisdiction. The best  solution for your business in this case is redomiciliation to Gibraltar. Our experts will assist you in relocating your company remotely on the most favorable conditions.

Changes in the Business Environment of the Marshall Islands

The special status of the Marshall Islands raises certain concerns for owners of international companies. It is a jurisdiction where incorporation is controlled by the local authorities via International Registries, Inc. that is located in the United States. This state of affairs raises data security concerns.

This and the other fact that the Marshall Islands are part of a U.S. association should be taken into account when registering companies in the jurisdiction. 

In addition, when registering a company in the Marshall Islands, you should be prepared for certain difficulties related to opening a bank account. It is not easy to do without professional assistance. Companies operating in this jurisdiction must have their office address, an in-house secretary and director (this can be the same person including the business owner).

Since 2018, the jurisdiction has tightened its reporting requirements, and there is a condition of providing information upon request. Thus, data of the company’s beneficial owners may now be requested.

In order to avoid the risks associated with the data security issues, to broaden the business prospects you might consider the redomiciliation of your offshore company from the Marshall Islands to Gibraltar.

Why is Gibraltar So Attractive?

Gibraltar is a respected European low-tax jurisdiction with a developed infrastructure. The redomiciliation of an offshore company to Gibraltar is an ideal way for a quick and almost imperceptible business re-registration in another jurisdiction.

International companies that are not controlled from Gibraltar are exempt from the corporate tax. The rest pay it at the rate of 10%. Gibraltar has no VAT, and customs duties are either non-existent or symbolic. There is no tax on royalties, as well as dividends paid to legal entities or natural persons that are non-residents of Gibraltar.

Trust companies in Gibraltar enjoy favorable conditions in terms of tax exemption for non-residents, a high level of data security, and full economic and political predictability.

Company Redomiciliation from the Marshall Islands to Gibraltar

Redomiciliation is a change of place of company incorporation to another jurisdiction without the need for dissolution. A domicile is the place of company incorporation (registered office), so redomiciliation is a change of place of incorporation.

In order to carry out a redomiciliation to Gibraltar, it is necessary to ensure that the laws of the jurisdictions of the original incorporation and the place of business relocation allow for this possibility. It is also necessary that the jurisdictions legally permit transfers from/to the countries of interest.

There are data security risks for the offshore company beneficial owners in all British overseas territories without exception. Should you wish to keep the company beneficial owners undisclosed, you might consider moving your company to another jurisdiction. Offshore redomiciliation from the Marshall Islands to Gibraltar is the best solution in this case. We would like to offer you the opportunity of re-registering your company from the Marshall Islands to Gibraltar without the need to visit those countries in person.

Gibraltar makes it easy to redomicile offshore companies from the Marshall Islands without having to suspend your business operations. According to the offshore laws on the change of jurisdiction, it is necessary to do the following:

• Prepare an application for registration procedures in the Marshall Islands in connection with the change of jurisdiction, and then the application for company termination in the place of original registration.
• After completing the documentation and submitting it to the registrar, obtain a certificate of company redomiciliation.
• After the change of jurisdiction, bring the company’s operations into compliance with the requirements set forth by Gibraltar law.

What are the Advantages of Redomiciliation to Gibraltar?

• Excellent reputation and political stability of the jurisdiction;
• No currency control;
• Non-resident companies are exempt from taxes.

What is the Distinction Between Redomiciliation and Dissolution?

• Unlike dissolution, the process of redomiciliation does not require the transfer of rights, assets and liabilities from one legal entity to another registered in different jurisdictions.
• If your bank does not impose restrictions on working with companies registered in Gibraltar, it is possible to agree on keeping the same bank account upon redomiciliation.
• Business reputation and the company’s position in the international market will not change after redomiciliation. Dissolution is different, it affects all of that irreversibly.

Redomiciliation Terms and Conditions

In order to redomicile an offshore company from the Marshall Islands to Gibraltar, a number of registration procedures must be carried out in both jurisdictions. An important condition is the statutory permission to relocate businesses from one country to the other. In addition, it is important that Gibraltar now allows the re-registration of businesses migrating from the Marshall Islands.

The Marshall Islands law imposes no restrictions on the company re-registration in Gibraltar. In turn, Gibraltar has compiled a list of jurisdictions from which it allows re-registration of business.

Here is the list of jurisdictions allowed for company re-registration in Gibraltar:

1. The European Economic Area (EEA) which includes:

• EU countries (Austria, Belgium, Bulgaria, Croatia, Republic of Cyprus, Czech Republic, Denmark, Estonia, Finland, France, Germany, Greece, Hungary, Ireland, Italy, Latvia, Lithuania, Luxembourg, Malta, Netherlands, Poland, Portugal, Romania, Slovakia, Slovenia, Spain, Sweden);
• Iceland;
• Liechtenstein;
• Norway.

2. Anguilla, Bermuda, British Antarctic Territory, British Indian Ocean Territory, British Isles, Cayman Islands, Falkland Islands, Guernsey, Isle of Man, Jersey, Montserrat, Pitcairn, Saint Helena, Turks and Caicos Islands, British Virgin Islands.

3. Countries that are members of the British Commonwealth. These countries have a population of more than 2.3 billion, with India, Pakistan, Nigeria, Bangladesh, and the United Kingdom being the most populous.

As of 2022, the list of such countries includes:

• Antigua and Barbuda, Australia;
• Bahamas, Bangladesh, Barbados, Belize, Botswana, Brunei;
• Cameroon, Canada, Cyprus;
• Dominica;
• Fiji;
• Gambia, Ghana, Grenada, Guyana;
• India;
• Jamaica;
• Kenya; Kiribati;
• Lesotho;
• Malawi, Malaysia, Malta, Mauritius, Mozambique;
• Namibia, Nauru, New Zealand, Nigeria;
• Pakistan; Papua New Guinea;
• Rwanda;
• St. Kitts and Nevis, St. Lucia, St. Vincent and the Grenadines, Samoa, Seychelles, Sierra Leone, Singapore, Solomon Islands, South Africa, Sri Lanka, Swaziland;
• Tanzania, Tonga, Trinidad and Tobago, Tuvalu;
• Uganda;
• Vanuatu;
• Zambia.
• Liberia;
• Panama;
• Singapore;
• Switzerland;
• Cyprus;
• Hong Kong;
• Malta;
• United States of America.

If a country is not specified as the relevant country for the purposes of the offshore company redomiciliation to or from Gibraltar, it will not be possible to transfer confirmation of the company’s domicile directly to Gibraltar. A two-step procedure can be considered in this case. Under such a plan, the offshore company would first change its place of incorporation to a jurisdiction allowed for relocation from the relevant country. Subsequently, this will then allow the company to get incorporated in Gibraltar under the redomiciliation procedure.

The Marshall Islands are not among the countries available for direct redomiciliation to Gibraltar. In this case, it is necessary to consider a two-step procedure using Seychelles as an intermediary jurisdiction. The result of a successful redomiciliation is the company re-registration in Gibraltar with a legal address, a registration number and the termination in the Marshall Islands by removal from the register of legal entities.

How Is It Done? LLC or IBC Redomiciliation Procedure from the Marshall Islands to Gibraltar

Redomiciliation involves filings in all of the jurisdictions involved (Marshall Islands, intermediary jurisdiction and Gibraltar). In order to understand if redomiciliation  brings the expected outcome, we must first have a look at your company’s operations. You should outline your objectives, fill out the forms provided and  prepare the necessary documents. In the shortest time possible (up to 3 days), we will analyze all the information and tell you what the prospects are. If the risk assessment is positive, we will carry out the whole procedure very promptly, so that your business will not experience any negative effects.

How Much Does Redomiciliation Cost?

If after the assessment we decide that your company is eligible to proceed, you will receive the relevant invoice for the amount starting from 4999 EUR. It will include the company redomiciliation to Gibraltar, the appointment of a corporate secretary and the legal address change to Gibraltar (for one year), as well as courier services. You will be asked to pay for company redomiciliation from the Marshall Islands to Gibraltar from only EUR 4,000 (4999 EUR minus the previously paid EUR 999 for the business risk assessment).

Company Redomiciliation Step by Step

Set of Documents for an Offshore Company Redomiciliation

1. A company questionnaire showing current business operations, annual turnover, countries the company works with, company structure. We will send you a form to be filled out.
2. Management agreement and disclaimer statement signed by the company’s beneficial owner.
3. KYC for director(s), shareholder(s), beneficial owner(s) of the company:

• passport copy;
• proof of residence dated within the last 3 months, e.g. utility bill, rental agreement, bank statement;
• proof of source of funds to support the company;
• resume (CV);
• certified documents for the company to be re-registered:
  • Certificate of Incorporation;
  • Memorandum and Articles;
  • registries;
  • resolutions.

Company Redomiciliation Steps

In order to process a company’s redomiciliation, we will need you to complete an application form (Form 442A) that is submitted to the Registrar’s Office along with the following documents:

• Company resolution establishing this place of registration, containing:
  • current name and the new name, if different, under which the registration as a domiciled company is requested;
  • jurisdiction of company’s incorporation and the name and address of the competent authority in that country with respect to the original incorporation;
  • date of registration;
  • address of the registered office in Gibraltar (we will provide you with this);
  • any amendments to the Memorandum and Articles of Association (or other document constituting or defining the company’s Articles of Association) which are required to take effect upon incorporation as a domiciled company (we will assist you with this).
• Certificate of Good Standing issued by the competent authority (apostilled).
• If the company conducts business in or from the jurisdiction where it was established, and this business is licensed by the competent authority of that country, a certificate of consent of that competent authority to the redomiciliation must be provided.
• Proof that the secretary has ensured that no insolvency proceedings have been initiated against the company in the jurisdiction where it is incorporated.
• In the case of a public company:
  • The most recent prospectus or statement in lieu thereof or its equivalent.
  • If it is a listed company, this demonstrates the Registrar’s consent to the relevant regulatory authority regarding the re-registration.
  • Certificate of current company membership certified in such manner as the Registrar requires.

Deadlines for the Offshore Company Redomiciliation

Deadlines for the offshore company redomiciliation from the Marshall Islands to Gibraltar are negotiated separately due to the multi-stage registration process. This procedure usually does not exceed 14 business days from the date of submission of the required forms and documents, as well as full payment for the service.