Business Entities

Non-resident domestic corporations. (also known as International Business Companies (IBC))
An IBC is one of the most widely used business vehicles. In the event of a business loss or lawsuit, a shareholder's liability is limited to his/her direct capital investment in the shares of the corporation. Corporations are managed by a board of directors and officers which can be individuals or entities. The minimum number of directors is one (1). Meetings of the shareholders and the board (no annual meeting requirement for board of directors – only for shareholders) must be held annually, and some corporate actions require the consent of shareholders.

Partnerships and Limited Partnerships
In contrast to corporations, the partnership offers flexible management control. Responsibilities, gains and losses may be freely allocated in a partnership. However, unlike the corporation, the partnership does not protect its partners from business losses in excess of their capital investment. Partners are jointly and severally liable for the obligations of the partnership, and their personal assets may be at risk. A limited partnership consists of passive investors, or limited partners, and one general partner who exercises management control. Although the limited partnership limits the liability of the passive investors (or limited partners), the general partners remains personally liable for the business' obligations.

A partnership is registered pursuant to the Marshall Islands Revised Partnership Act through the filing of a Certificate of Partnership Existence. A limited partnership is registered pursuant to the Marshall Islands Limited Partnership Act through the filing of a Certificate of Limited Partnership.


Limited Liability Companies
A Limited Liability Company (LLC) combines the best traits of a corporation and a partnership. Members in a LLC are not required to participate in the management of the entity; instead, they may designate "managers" (who may or may not be members) to manage the affairs of the LLC. Members may also actively participate in management without losing their limited liability. Flexible management makes a LLC an excellent vehicle for transactions requiring a considerable degree of passive investment such as venture capital projects, investment in real estate, oil or technology, as well as research and development of business.

Like shareholders in a corporation, the members of a LLC are protected from personal liability in excess of their capital investment. Like the partners in a partnership, members of a LLC can flexibly allocate gains and losses. The LLC also allows members to contribute passively as in a limited partnership. Unlike the limited partnership, however, where the general partners remains personally liable in the event of a business loss, the LLC allows all members to contribute without risking personal liability.

The LLC may be conveniently employed in the types of parent-subsidiary arrangements inherent to large corporations because any type of entity may be a LLC member. In addition, the names of members are not disclosed in the Certificate of Formation, thereby preserving confidentiality.

The main documents forming and governing a LLC are the Certificate of Formation and the Operating Agreement. The Certificate of Formation establishes the LLC and the Operating Agreement defines the economic organization, management responsibilities and other arrangement for members (or owners) of the LLC.

Marshall Islands Company Incorporation

A Marshall Islands company can be incorporated within one working day and the client will receive all original constitutional documents of the company within one to four working days, depending upon where the client is located. The Marshall Islands is a low cost jurisdiction, which offers flexible corporate vehicles to protect your assets and gain access to worldwide financial markets, while managing the cost of local and international taxation. Learn about the Five Steps to incorporate your offshore company.

A Marshall Islands Company provides the following benefits: