Q:
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What are International Business Corporations in Marshall Islands?
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A:
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International Business Corporations (“IBC”) refer to non-resident domestic corporations which registered under The Marshall Islands Business Corporation Act (Part 1) (“BCA”) and not doing business in Marshall Islands.
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Q:
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What is the definition of doing business in Marshall Islands?
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A:
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Doing business means any entity carrying on business or conducting transactions in Marshall Islands. However, IBC are not deemed as doing business in Marshall Islands if only carries on specified activities such as merely maintaining an administrative office, accounting records and bank accounts which listed in the s.2(q) of BCA even in the Marshall Islands.
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Q:
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Can IBC conduct any business outside Marshall Islands? Are there any restrictions on business activities for IBC?
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A:
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Yes. IBC can conduct any lawful business or activity outside Marshall Island under BCA. However, IBC cannot engage in the following activities: The business of granting policies of insurance or assuming insurance risks, trust services or banking.
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Q:
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Are there any restrictions on the name of the IBC in Marshall Islands?
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A:
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Yes. According to s.26 of BCA & guideline from Registry, the general requirements are as follows:
1.
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The corporate name can be in any language as long as it can be presented in Roman characters. Besides, it should end with an internationally accepted corporate suffix, such as Limited, Ltd., Corporation, etc. Foreign Name (e.g. Chinese) may be accepted and subject to approval from the Registrar of Corporation;
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2.
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The corporate name should not be the same as the name of a corporation maintained by the Registrar of Corporation or a name so similar to any corporate name as to tend to confuse or deceive; and
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3.
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If the corporate name ends with bank, chartered, insurance, or words indicating any establishment or relationship with the local, state or national authorities, it may subject to the approval from the Registrar of Corporation.
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Q:
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Are there any requirements on the minimum amount of registered capital of Marshall Islands IBC?
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A:
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No. There is no requirement of minimum share capital but at least one share must be paid up. Kaizen handling the registration of an IBC with standard authorized capital of USD50,000 in the Marshall Islands.
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Q:
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Is the IBC’s information in Marshall Islands available for inspection by public?
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A:
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A company search can show most of the basic information held at the Marshall Islands International Registry of the specific company such as registration number, company status, registered office, etc. However, there are no public registers of directors or shareholders. Therefore, the information of the shareholders and directors are generally not available.
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Q:
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Can IBC in Marshall Islands have only one shareholder?
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A:
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Yes, at least one shareholder is required. The shareholder can be individual or body corporate.
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Q:
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Can the registered office of IBC in Marshall Islands be situated outside Marshall Islands?
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A:
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The registered office of IBC must be maintained in Marshall Islands.
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Q:
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When can the Certificate of Incorporation be issued after submitting the application?
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A:
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In general, the authority takes around 6-7 working days to issue the certificate after receiving the application.
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Q:
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Does the IBC in Marshall Islands require to appoint a Company Secretary?
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A:
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Yes, at least one company secretary is required.
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Q:
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Can IBCs in Marshall Islands have only one director? Is it allowed to appoint another corporation be the director?
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A:
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Yes, at least one director is required. Corporate director is also allowed.
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Q:
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Are there any restrictions on the director and shareholder’s nationality of Marshall Islands IBCs?
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A:
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There is no nationality limitation on both directors and shareholders of Marshall Islands IBCs.
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