Redomiciliation of your Company to the Marshall Islands

We would like to offer you the service of transferring (redomiciling) your foreign company to the Marshall Islands. Transfer your business to a reputable jurisdiction with zero taxation, simplified reporting and a high level of data security.

Redomiciliation to the Marshall Islands: Why Does it Make Sense to Transfer my Company to the Marshall Islands?

Working with foreign companies is becoming more difficult: requirements to the accounts and the number of directors are increasing, as are taxes and the amount of time spent on bureaucracy. In addition, certain jurisdictions are losing political stability, which leads to business losses.

Not to mention that the most popular jurisdictions that have been popular with the businesses for decades are under pressure put on them by large governments and international organizations.

Against this background, the Marshall Islands look like a greeting from the distant past while remaining a modern jurisdiction. How do you feel about not paying some taxes legitimately? The Marshall Islands have a zero corporate tax rate.

Also, the Marshall Islands do not require you to file tax returns.

Since 2018, the rules have become tougher, and now certain data must be kept, verified annually, and submitted upon request. First of all, this applies to data on the company’s beneficial owners.

The Marshall Islands also allow appointing corporate directors. The names of directors are known to the registered agent, but are not publicly available. Corporate directors can contribute to the additional personal data security.

As of October 2019, the Marshall Islands have left the EU blacklist of offshores. The country implements all the requirements that the European Union imposes on the exchange of information. Thanks to this, the reputation of the jurisdiction and its companies has improved and immediately attracted the attention of new business persons.

Company Redomiciliation the Marshall Islands: What Do I Need to Know to Transfer my Company to the Marshall Islands?

What kinds of companies can be transferred to the Marshall Islands? These can be LLCs, corporations, general and limited partnerships. The only restriction that exists is an outright prohibition on changing domicile in the jurisdiction where your company is currently located.

No new company is created by redomiciliation. Your company retains the date of incorporation, all of its accumulated experience. The only thing is that the jurisdiction of domicile changes and you must now act under the laws of the Marshall Islands.

An alternative to redomiciliation is to merge a foreign company with a company in the Marshall Islands. In this case, you need to establish a company in the Marshall Islands and then decide to merge.

Documents Required for Redomiciliation

In order to transfer your company to the Marshall Islands, you will need a set of documents.

It is important to make sure in advance that the jurisdiction where your company is currently incorporated allows redomiciliation. Not even the Marshall Islands can overcome the prohibition of other countries.

In order to change your company’s domicile, the following documents are required:

• Certified copies of corporate documents (Articles of Incorporation, Articles of Association, etc.) issued by public authorities which prove the actual existence of the company.
• Certificate of Good standing issued by the public authorities or, if that is not possible, a certificate from a lawyer of that jurisdiction that can show the existence of the company at the moment.

All foreign language documents must be translated into English and notarized.

The Articles of Domestication and Articles of Incorporation must also be submitted directly under Marshall Islands rules.

Articles of Domestication must contain the following:

• Name of the jurisdiction and the date when the company was first established;
• Company name just before the change of domicile, and if it does not comply with the Marshall Islands rules you will have to change it within 90 days;
• Statement of domestication that was confirmed by specific corporate activities;
• A statement that redomiciliation is not prohibited in the country of incorporation;
• A statement that the change of domicile is made in good faith and not to defraud interest holders, creditors or other interested parties;
• Name and address of the registered agent in the Marshall Islands;
• A statement that the new Articles of Incorporation are attached and will become effective as Articles of Incorporation when all the necessary documents are filed.

The Articles of Incorporation must contain the following information:

• Name of the company that is being redomiciled;
• Corporate term if it is limited;
• The purpose for which the company was established. It must be clear that the business was set up for a legitimate purpose;
• Legal address of the company;
• Information about the shares;
• Description of each class of shares, if any;

Whether there are bearer shares and how they are allowed to be handled (in which case a Declaration of Holders and Beneficial Owners of Bearer Shares  must be completed);

• Additional company rules that are not specified in the law.

The cost of redomiciliation to the Marshall Islands will be 2500 USD. The annual company renewal is $2,250.

New rules came into force in 2018. They impose requirements to provide and maintain beneficial ownership information of corporations, general and limited partnerships, LLCs.

They now require all corporations (other than publicly traded) and partnerships to make sufficient effort to obtain and keep updated the names and addresses of their beneficial owners. LLCs are additionally required to obtain and maintain the names and addresses of all company managers.

It is also required that available efforts be made to notify beneficial owners of the new requirements and ask for the information.

This information must be maintained by any non-resident company and must be provided upon request of the registered agent or upon government request.

Every year from the date of incorporation or from November 9, 2018 (for companies incorporated earlier), a sort of certification is required aimed at verifying that the available list of directors, beneficial owners, managers and other officers and addresses is up-to-date.

In the case of violation of these requirements, as well as for providing knowingly false and/or incomplete information or conducting incorrect certification, the company faces a fine of up to $50,000 or the revocation/dissolution of the company, as a last resort.

Experts hope that the agents will not use the last resort. Rather, they will suspend or refuse to serve the company in order to avoid fines. This practice has already been used in other jurisdictions.

Tougher requirements for the beneficial owners identification are related to the requirements of the Organization for Economic Cooperation and Development and FATF. The main task is to combat the laundering of illegal funds.

The amendments also concern the issue and use of bearer shares in companies of the Marshall Islands. Their use becomes more transparent.

Company Redomiciliation to the Marshall Islands: Procedure