Many jurisdictions have made drastic
changes to their corporate laws to the detriment of
the corporate user, such as assessing a corporate tax,
requiring an increase in the number of directors or
eliminating corporate confidentiality or for other practical
reasons. The Marshall Islands, in contrast, is a modern
and stable corporate jurisdiction that provides the
flexibility and confidentiality that is required by
corporate users. It is a zero tax jurisdiction that
permits corporate officers, does not have mandatory
or annual filings and protects corporate confidentiality.
The Marshall Islands Business Corporations Act allows
a foreign corporation to re-domicile to the Marshall
Islands if the "transfer of domicile is not expressly
prohibited under the laws of the foreign domicile. Black's
Law Dictionary defines "express" as "¡Kdirectly
and distinctly stated. Manifested by direct and appropriate
language." Accordingly, for a foreign corporation
to be ineligible for redomiciliation into the Marshall
Islands, the jurisdiction's law must clearly state that
redomicilation is prohibited.
A company or corporation registered in a jurisdiction
may re-domicile to other jurisdiction as long as it
complies with the Laws of the re-domiciling jurisdiction.
Usually, re-domiciliation is only possible if the company
laws of the original country are similar to those of
the country where the company wishes to move to. Often
the Registrar will require the company's existing Memorandum
and Articles of Association "M&As" to
make sure that there are no conflicts with local requirements.
Please note that not all jurisdictions provide company
re-domiciliation (such as Hong Kong).
Basic Requirements (may vary according to original
registered jurisdiction and the moving jurisdiction)
Effects of Continuation
When a company redomiciles to the Marshall Islands (or
other permitted jurisdiction), the company is only changing
corporate jurisdictions; a new and separate entity is
not created. The corporate name and the date of existence
will remain unchanged (subject to the name availability).
The company will be struck-off from the original registered
jurisdiction and the Marshall Islands (or new jurisdiction)
corporate law will govern the corporation after re-domiciliation.
Our aim is to provide a comprehensive service to our
clients in offshore operations. If you find above helpful,
please free to contact us