Limited Liability Company
The Marshall Islands’ Limited Liability Companies Act was enacted in 1996 adopting the model of Delaware LLC. A Marshall Islands LLC is a flexible entity that allows to form its structure according to its operating agreement, rather than dictated by rigid legal statutory mandates.
The LLC is a hybrid of both partnership and corporate structures, protecting LLC members from the debts incurred by the entity and separating the rights of its members and that of the LLC.
An LLC requires minimal corporate formation requirements and a fast registration procedure. There may be incorporated as a single-member LLCs, and there are no company structure requirements for its management, nor are there provisions for company meetings, directors, secretary, or capital. Its operating agreement may be arranged by its members according to their needs.
A Marshall Islands LLC is generally used for movable and immovable assets holding, especially vessels.
Legal
Country code - MH
Legal basis – Common law
Company law - Limited Liability Company Act 1996
Company form – Limited Liability Company (LLC).
Liability - The liability of the members of the company is limited to the amount of their capital contributions.
Economic Substance - Marshall Islands companies that carry out ‘relevant activities’ are required to meet certain substance tests – such as being directed and managed in the Marshall Islands, adequate physical premises, employees and operating expenditures in the Marshall Islands, and conduct their core income-generating activities in the Marshall Islands.
'Relevant activities' include:
- banking i.e. banking business
- insurance i.e. insurer
- finance and leasing i.e. business of providing financing or leasing of assets
- fund management i.e. management of collective investment schemes
- distribution and service center business i.e. reselling goods to affiliated companies or providing services to affiliated companies. Affiliated company is defined as a company which is part of the same group (e.g. parent-subsidiary, sister entity with common parent company, etc).
- headquartering i.e. providing management services to affiliated companies
- intellectual-property business i.e. holding and exploiting IP assets, generating identifiable revenue from such assets. Please note that the provision of services for developing IP assets or holding or using IP assets for ordinary commercial or service business is not considered an intellectual property business. IP businesses are those that generate separate and identifiable revenue from IP assets (e.g. patent licensing).
- shipping i.e. transportation by sea of persons, animals, goods or mail, the renting or chartering of ships for such transportation, management of ship crew, sale of travel tickets, the use, maintenance or rental of containers, including trailers and other vehicles or equipment for the transport of containers, used for the transport of anything by sea
- and pure equity holding company, companies that only own equity interests in other companies, and only earn dividends and capital gains (subject to a limited economic substance test, where the company does not need to be directed and managed in the Marshall Islands, or conduct its core income-generating activities in the Marshall Islands)
Capital – Marshall Islands LLCs do not have any minimum capital requirements.
Members – At least one member, who may be an individual or a legal entity of any nationality. The names of members are not disclosed in the LLC Certificate of Formation, thereby preserving confidentiality.
Manager – An LLC may be managed either by its members or by a manager or a board of managers. Managers may be natural or juristic persons of any nationality or residency. Details of managers are not available to the public.
Registered Address – A Marshall Islands LLC must have a Registered Agent and Registered Office in the Marshall Islands, provided by the Trust Company of the Marshall Islands.
Electronic Signature – Permitted.
Re-domiciliation – A foreign entity can be re-domiciled as a Marshall Islands LLC, and vice-versa.
Compliance – Non-resident companies should maintain accounting records, which may be held anywhere in the world.
There are no requirement related to filing an annual return, financial statements or tax return with the Marshall Islands authorities. However, an economic substance declaration must be submitted annually.
- Members not disclosed
- Members not disclosed
- Corporate members permitted
- Corporate manager permitted
- Local manager required
- Registered office or agent required
- Annual meeting required
- Redomiciliation permitted
- Electronic signature
- Annual return
- Audited accounts
- Audited accounts exemption
- Exchange controls
- Common law Legal basis
- 1 Minimum members
- - Minimum registered capital
- - Minimum paid up capital
- USDAny Capital currency
- 100% Foreign-ownership allowed
- 2018 AEOI
Taxes
Corporate income tax – A Marshall Islands nonresident domestic LLC is not subject to taxes in the Marshall Islands.
Other taxes – There is no Marshall Islands wages and salaries tax or social security contributions liability for non-resident domestic companies and their employees.
There are no property, wealth and inheritance taxes in Marshall Islands.
- Tax transparent entity
- Offshore Income Tax Exemption
- Offshore capital gains tax exemption
- Offshore dividends tax exemption
- CFC Rules
- Thin Capitalisation Rules
- Patent Box
- Tax Incentives & Credits
- Property Tax
- Wealth tax
- Estate inheritance tax
- Transfer tax
- Capital duties
- 0% Offshore Income Tax Rate
- - Corporate Tax Rate
- 0% Capital Gains Tax Rate
- 0% Dividends Received
- 0% Dividends Withholding Tax Rate
- 0% Interests Withholding Tax Rate
- 0% Royalties Withholding Tax Rate
- 0 Losses carryback (years)
- 0 Losses carryforward (years)
- 7% Social Security Employee
- 7% Social Security Employer
- 12% Personal Income Tax Rate
- 4% VAT Rate
- 14 Tax Treaties
Country details
The Republic of the Marshall Islands is an island state located in the Pacific Ocean, in the Micronesia region. The country spreads over 29 atolls of coral, comprising 1,156 islands and islets.
The islands share maritime borders with the Federated States of Micronesia to the west, Wake Island to the north, Kiribati to the southeast and Nauru to the south. The population of the country is about 50,000 people. The capital and the most populated city is Majuro, with about 28,000 inhabitants.
After being under the mandate of the Spanish, the German, the English, the Japanese and being part of the UN’s Trust Territory of the Pacific Islands and under the administration of the United States, the nation gained its independence in 1990 and is one of the youngest states in Oceania.
Its official languages are English and Marshallese. Its official currency is the United States Dollar (USD).
The Marshall Islands government operates under a mixed parliamentary-presidential. Elections are convened every four years under universal suffrage (for all citizens over the age of 18).
Natural resources on the mainland include phosphate deposits as well as copra harvesting. Agricultural production is concentrated in small farms and the most important commercial crops are coconuts, tomatoes, melons, and the bread tree. There is small but intensive agriculture of copra, coconut, sweet potato and banana.
Livestock is restricted (due to the small extent) to the breeding of pigs, poultry, to a lesser extent cattle and goats. Obviously, fishing is very important although the seas are warm and not very prolific.
The industry is mainly that of copra, coconut oil, frozen fish for export, handicrafts. The aid of the United States government is the main pillar of the economy. The small-scale industry is limited to handicrafts, the processing of fish and copra.
Tourism has been emerging in recent years as a major source of income for the islands. The islands have few natural resources and imports far outnumber exports. Despite the relative scarcity of natural resources in their lands, the Marshall Islands have jurisdictional waters that are not well exploited due to the scarcity of capital.
The issue of postage stamps, mainly for philatelic collecting, is also an important source of income for its economy.
In recent years the country has developed a prolific wholesale and retail trade sector in the major urban areas, as well as a growing financial sector including banking and insurance services.