The article is devoted to the procedure of General and Limited Partnership incorporation in the Marshall Islands (which is carried out remotely).
- Partnership Registration in the Marshall Islands: Why Choose the Marshall Islands
- Partnership Registration in the Marshall Islands: General and Limited Partnership
- General Partnership
- Limited Partnership
- Partnership Registration in the Marshall Islands: Documents
- Partnership Registration in the Marshall Islands: Partnership Registration Procedure
Partnership Registration in the Marshall Islands: Why Choose the Marshall Islands
The Marshall Islands is a respected business jurisdiction in the Pacific Ocean under the patronage of the United States. The Marshall Islands is an offshore jurisdiction with zero taxes, a high level of confidentiality, and flexible corporate structures.
Companies in the Marshall Islands are incorporated and used to protect assets, own commercial vessels and personal yachts, complete the IPO procedure, etc.
The authorities of the offshore jurisdiction do not require mandatory submission of accounting statements or audits, and this applies to both companies and partnerships.
A partnership or a company are registered remotely. You can only incorporate a partnership in the Marshall Islands through an agent company.
You can register any name of a company or partnership in the Marshall Islands provided that it is written in Latin letters.
You have every right to transfer the partnership to the Marshall Islands from any other jurisdiction where re-domiciliation is permitted.
Since October 2019, the Marshall Islands have been removed from the EU offshore blacklist. The country seeks to comply with all the information exchange requirements set by the European Union. Thanks to this, the reputation of the jurisdiction and its companies has significantly improved and immediately attracted the attention of new entrepreneurs.
At the same time, the advantages of an offshore jurisdiction are preserved: zero taxes, easy registration and management, convenience and low costs for registration of ships (commercial and personal ones), Series LLCs, and others.
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Partnership Registration in the Marshall Islands: General and Limited Partnership
What is the difference between a General and Limited Partnership in the Marshall Islands?
General Partnership
General Partnership offers flexible management and control over risks, revenues and losses. You will be able to distribute them at your discretion among the partners.
You have to complete the Certificate of Partnership Existence and submit it to the Registrar to incorporate a General Partnership.
The data in the Certificate of Partnership Existence includes the name of the partnership and the contact details of the registration agent. Under the new rules, information on beneficial owners should be provided as well.
Unlike LLCs or IBCs in the Marshall Islands, partners are fully responsible for the partnership’s financial losses. If the losses exceed the partner’s contribution to the business structure, he/she will be liable under the partnership’s obligations with personal assets.
The minimum number of partners is 2.
Limited Partnership
A Limited Partnership, just like the General Partnership, makes it possible to flexibly configure the distribution of profits and losses among partners.
The distinguishing feature of an LP is the presence of one general partner and one or a group of limited partners.
In this case, limited partners or passive investors receive protection for their assets and limited liability in the event of the partnership’s losses. The limited partner’s liability is determined by the amount of his/her contribution to the partnership.
The general partner ensures management of the partnership and makes decisions, and is at the same time liable for the partnership’s debts with personal property. The partnership may include one or several general partners.
As you understand, both a private person and a legal entity can be a partner. If we use a company, we protect personal assets.
You will have to complete the Certificate of Limited Partnership and submit it to the Registrar at the registration stage. The document must specify the name of the partnership, the contact details of the registration agent, as well as the details of each general partner.
The minimum composition of the partnership is 2 people: 1 general partner and 1 limited partner.
You will receive the following documents upon partnership incorporation:
- Certificate of Limited /General Partnership
- Confirmation of payment for service (for the first year)
If you want to receive a set of corporate documents with apostilled copies, please let us know in advance. This will take 5-6 business days and cost an additional $500.
Partnership Registration in the Marshall Islands: Documents
You will need to prepare the following documents to register a partnership in the Marshall Islands:
General Partnership
- Certificate of Partnership Existence completed by at least one partner or proxy (with two copies), which contains the following information:
- your partnership’s name with the word Partnership
- the name and address of a registration agent in the Marshall Islands
- ADDITIONALLY, you can provide the following and any other information:
- granting or limiting the right to perform certain operations by partners
- names of partners who may dispose of real estate owned by the partnership
- certification of signatures
Limited Partnership
- Certificate of Limited Partnership completed by each general partner (with two copies), indicating:
- the name of the partnership with the words “Limited Partnership”, “LP” or “L.P.”
- the name and address of a registration agent in the Marshall Islands
- name and business, residence or correspondence address for each of the general partners
- any other data that partners choose to include in the Certificate
- certification of signatures
- If the general partner is a corporation or other legal entity, indicate the name and position of the person who will sign the partnership documents on behalf of the corporation.
In both cases, you will be required to provide a written permission to process personal information. This is a requirement of the new international legislation that the Marshall Islands comply with.
Partnership Registration in the Marshall Islands: Partnership Registration Procedure
Email us at info@offshore-pro.info and let us know you would like to register a partnership in the Marshall Islands.
Jointly with the portal consultants, choose which partnership you are going to register (general or limited), specify your partners, and provide the information you want to indicate in the constituent documents.
Pay for the service after you clarify all the details. The basic cost of partnership registration in the Marshall Islands starts from 6500 USD.
You can pay by bank transfer, plastic card, PayPal, Western Union, and WebMoney.
The cost includes:
- registration of the partnership
- payment of the state duty for registration
- registration agent’s services in the Marshall Islands
- registered office (legal address)
- one set of original corporate documents
- courier delivery around the world
If you need a set of apostilled copies of corporate documents, tell us right from the start. In this case, the service will cost USD 7,000.
The annual partnership renewal will cost $2,850, and it includes:
- payment of the state duty for renewal
- registration agent’s services in the Marshall Islands
- registered office (legal address)
Additional expenses:
- Certificate of Good Standing – USD 750
- Certificate of Good Standing with apostille – USD 1,400
- certification of one document with apostille — USD 500
- courier delivery — USD 250
We will proceed with the partnership registration after we receive a full package of documents and payment from you.
Cost of services
| A set of copies of documents with an apostille | $1,900 |
| Amended Articles of Association (plus additional capitalization tax, if applicable* * Capitalization tax applies to corporations whose share capital exceeds five hundred (500) shares with no par value or with a total par value of more than USD 50,000 or its equivalent) | $1,200 |
| Amended and Restated Articles of Association for BC | $1,625 |
| Merger Agreement for BC | $900 |
| Certificate of Conformity for BC | $1,500 |
| Registered Protocol for BC, LLC, LP, GP | $750 |
| Registered Articles of Association for BC | $750 |
| Registered Power of Attorney for BC | $500 |
| Certificate of Dissolution for BC | $600 |
| Withdrawal of BC voluntary dissolution | $2,250 |
| Certificate of Appointment of BC Directors and Officers | $900 |
| Certificate of Appointment of BC Directors and Officers (apostilled) | $1,400 |
| Declaration of BC Shareholders and Beneficial Owners of Bearer Shares | $1,200 |
| Certificate of Authorization for BC, LLC (without apostille) | $900 |
| Certificate of Authorization for BC, LLC (with apostille) | $1,400 |
| Certificate of Good Standing (original) for BC, LLC, LP, GP (without apostille) | $750 |
| Certificate of Good Standing (original) for BC, LLC, LP, GP (with apostille) | $1,250 |
| Certificate of Registration for BC | $750 |
| Certified copy of the registered document for BC, LLC, LP, GP | $700 |
| Registered Articles of Association for BC | $800 |
| Registered Protocol for BC | $800 |
| Articles of Domestication for BC | $1,500 |
| Certificate of Domicile Transfer to Another Jurisdiction for BC | $2,500 |
| Registered Power of Attorney for BC | $700 |
| Certificate of Amendment for LLC | $1,200 |
| Certificate of Conversion for LLC | $1,500 |
| Certificate of Cancellation for LLC | $1,000 |
| Registered Operating Agreement for LLC | $750 |
| Certificate of Domicile for LLC | $1,500 |
| Certificate of Amendment for LP, GP | $1,200 |
| Certificate Cancellation for LP | $1,000 |
| Certificate of Dissolution for GP | $900 |
| Apostille | $500 |
| Financial report (up to 40 transactions per year) | $2,400 |
| Financial report (41 to 150 transactions per year) | $4,500 |
| Financial report (more than 150 transactions per year) | upon request |
| Virtual Office in Panama /per year • Address • Mail/Delivery to courier • Telephone with message recording function | $3,000 |
| Professional Director Service | $3,400 + expenses |
If you have any questions about the registration of partnerships in the Marshall Islands, please contact us at the address above.
What types of partnerships exist in the Marshall Islands?
You can register one of two types of partnerships in the Marshall Islands: General Partnership and Limited Partnership. General Partnership allows you to flexibly configure property, risk and revenue management. It should include at least 2 members, and both of them are liable for the partnership’s losses with their property.
In a Limited Partnership, at least one member is a general partner that bears full liability, and other members are limited partners that risk only within the limits of their contribution.
How do I register a partnership in the Marshall Islands?
To register a partnership, contact us for advice and then prepare the required list of documents. The lists are slightly different for General and Limited Partnership. We will need to provide a written permission to process the personal data in order to register the partnership, which is a requirement of the new data protection rules.
Can a partnership own a yacht in the Marshall Islands?
A partnership in the Marshall Islands has the right to own any asset, including a yacht. If necessary, a partnership can own any property, conduct business operations, receive and pay income. A partnership in the Marshall Islands allows you to act more flexibly and protect personal information from disclosure to third parties.
