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Marshall Island Company Law

Marshall Islands Association Law 2010 – Company Law

The Marshall Islands Association law 2010 governs company law for Limited Liability Companies and Corporations in the Marshall Islands. You will find below the key extracts from the Marshall Islands Association law 2010 along with the full act.

Company Name

The name of a domestic or authorised foreign corporation shall:

  • contain the word “corporation,” “incorporated,” “company,” or “limited” or an abbreviation of one of such words;
  • not be the same as the name of a corporation of any type or kind, as such name appears on the indices of names of existing domestic and authorised foreign corporations maintained by the Registrar of Corporations or a name so similar to any such name as to tend to confuse or deceive;

Registered Agent Registered Agent

Every domestic corporation or foreign corporation, partnership, trust, unincorporated association or other entity authorised to do business in the Republic, or foreign maritime entity shall designate a registered agent in the Republic upon whom process against such entity or any notice or demand required or permitted by law to be served may be served. The agent for a corporation having a place of business in the Republic shall be a resident domestic corporation having a place of business in the Republic or a natural person, resident of and having a business address in the Republic.

Article of Incorporation Registered Office

The articles of incorporation shall set forth:

  • the name of the corporation;
  • the purpose for which the corporation is organised. It shall be sufficient to state that the purpose of the corporation is to engage in any lawful act or activity for which corporations may be organised under this Act
  • the registered address of the corporation in the Republic and the name and address of its registered agent;
  • the aggregate number of shares which the corporation shall have authority to issue;
  • if the shares are to be divided into classes, the designation of each class and a statement of the preferences, limitations and relative rights in respect of the shares of each class;
  • the number of shares to be issued as registered shares and as bearer shares and whether registered shares may be exchanged for bearer shares and bearer shares for registered shares;
  • if the initial directors are to be named in the articles of incorporation, the names and addresses of the persons who are to serve as directors
  • the name and address of each incorporator

Directors

The articles of incorporation may prescribe special qualifications for directors. Unless otherwise provided in the articles of incorporation, directors may be of any nationality and need not be residents of the Republic or shareholders of the corporation. Directors of a resident corporation shall be natural persons. Non-resident corporations may appoint or elect directors which are corporations.

Shareholders Rights

An action may be brought in the right of a corporation to procure a judgment in its favour, by a holder of shares or of voting trust certificates of the corporation or of a beneficial interest in such shares or certificates.

In any such action, it shall be made to appear that the plaintiff is such a holder at the time of bringing the action and that he was such a holder at the time of the transaction of which he complains, or that his shares or his interest therein devolved upon him by operation of law.

In any such action in the Republic, the complaint shall set forth with particularity the efforts of the plaintiff to secure the initiation of such action by the board or the reasons for not making such effort.

Certificate of Good Standing BVI Registered Office

The certificate states the company’s name and that the company is in Good Standing and has a legal corporate existences as of the date the certificate is issued.

The certificate is provided from the Marshall Islands Registrar of Companies with an official registry stamp, seal and with the signature of an authorised officer.

Company Restoration BVI Registered Office

Reinstatement of Dissolved Limited Liability Company. Whenever the certificate of formation of a limited liability company has been revoked by the Registrar of Corporations, the limited liability company may request that the Registrar of Corporations reinstate its certificate of formation.

After being satisfied that all statutory arrears to the Republic of the Marshall Islands have been paid, that the limited liability company has again retained a qualified registered agent and paid any arrears to same, the limited liability company may be restored to full existence.