Where arethe MarshallIslands?

The Marshall Islands are located nearly midway between Indonesia and Hawaii, and are the easternmost island group in Micronesia.

The Marshall Islands were under the control of Spain from 1500 to the late 1800’s, Germany from 1885 to World War I, and Japan from 1917 to 1944. After World War II, the Marshall Islands became a United Nations Trust Territory of the Pacific Islands under United States of America administration.

The Republic gained its independence in 1986, after signing the Compact of Free Association with the USA. It then became a full member of the United Nations in 1991 and has established diplomatic relations with the world’s major maritime and industrial nations.

What is aLLC?

It is a Limited Liability Company (LLC). An LLC combines the best traits of an IBC (International Business Company) and a partnership. 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 can flexibly allocate gains and losses. Flexible management makes the 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. In addition, the LLC may be conveniently employed in the types of parent-subsidiary arrangements inherent to large corporations because either an individual or an entity may be a member.

Members are not required to participate in the management of the entity; instead, they may designate “managers” to manage the affairs of the LLC. However, even if members elect to be actively involved in managing the LLC, they still retain their limited liability.

LLCs are registered and governed pursuant to the RMI Limited Liability Company Act.

What is aSeries LLC(SLLC)?

It is a LLC with the ability to create cells (or “Series”), completely independent from each other. Each Series can have its own: member(s), and/or manager(s), assets & liabilities. This is what you buy: for example LLC #4.

What happens if one Series goesbankrupt?

It does not affect any other Series, nor the Master one. The Series is just removed from the list.

What are theadvantagesof the PROMINEE® Series?

No Audit requirements

No Annual Meeting

No Capital minimum

Capital in any currency

English speaking jurisdiction and laws

Ability to make the Operating Agreement in any language

No Vintage/Aged fees: the SLLC & Series legally exists since 19-JAN-2017

Low cost renewal of £200 GBP/year (or less) ! 💰

Legal registered address in the Marshall Islands

Renew earlier & save up to 10% !

0% Corporation tax rate (tax neutral) 👍

Ability to be in a Public Register or to remain Private

One single member is OK

No maximum number of members

Freedom to assign shareholding units, and/or voting rights, and/or classes of members

Great for: Start-Ups, projects, investments, family venture, international trade, holding of assets (check exclusions on this page), charity, etc.

Instant provisioning: once your account is approved, get your company instantly! All documents will be in your account after payment.

Can I doanythingI want with the company?

Obviously not! The following activities are NOT authorised, any Series engaging in such activity will be instantly revoked:

Defraud any third party

Money Laundering

Increase corruption

Terrorist financing

Avoiding a Director’s Disqualification order

Infringing on a third party’s trademark or copyright (the Marshall Islands are a member of WIPO)

Gambling

Financial services such as: banking, (re)insurance, assurance, financing and leasing, financial risks undertaking (including being a guarantor), investment funds management, trusts, trust funds management, or collective investment schemes.

Distribution and service center business: purchasing from an entity in the same Group component parts or materials for goods, or goods ready for sale, and reselling such component parts, materials, or goods outside the Republic; providing services to an entity in the same Group in connection with the business outside the Republic; including any of the following activities: transporting or storing goods, components, and materials; managing stocks; taking orders; or providing consulting or other administrative services.

Headquarters business: meaning the business of providing any of the following services to an entity in the same Group: the provision of senior management; the assumption or control of material risk for activities carried out by any of those entities in the same Group; or the provision of substantive advice in connection with a headquarters business.

Holding company business: meaning the business of a pure equity holding company, which is a company that only holds equity participations in other entities, only earns dividends and capital gains, and performs no commercial activity.

Intellectual property (IP) business: meaning the business of holding, exploiting or receiving income/royalties from IP assets (patent, trademark copyright, technical know-how and R&D – Research & Development).

Shipping business: meaning the operation of ships in international traffic for income from the transport of passengers or cargo and includes any of the following activities where the relevant activity is directly connected with, or ancillary to, such operation (rental on a charter basis of a ship, sales of tickets, crew management, ownership, surveying, and any other services related to this business).

Can you give mespecific examplesof authorized activities in the Marshall Islands?

Legal Liability Shield

Management and publishing of a website (excluding its copyrighted content)

Design or any artistic creation services

Marketing services (SEO, ads creations & management, etc)

Online communities: management of online communities, agreement between members towards a project, etc

Charity (although excluded activities remain)

Foundation (although excluded activities remain)

Creation, management, and maintenance of a marketplace (non-financial)

Consulting Services: advices, expertise, reporting, etc; to the extend that they are sold to third-parties (not sold to related parties, or sold to companies within the same Group)

IT related services: hosting, support, directory, programming, management & resell of data, software (no licensing)

Leasing, resell & management of domain names

Holding of property: domain names, real estate, art, precious metals, bank accounts (however brokerage accounts are not allowed), cryptos (resale, transmission and holding of/for third parties are not allowed). See “Sale of tangible items” below for more guidance.

Sale of tangibles items should be made to third parties only (and not to a company of the same Group/owners), and be incidental (sale of assets)

Shareholder(s) or Member(s) of any other company in the world (UK LLPs included)

Provisions or Purchases of: Loans, Interests, or Debtentures.

Royalties and R&D services

Cryptos exchange business

What is the difference between aSeries LLCin Delaware and in the Marshall Islands?

 

 

VS

§71: Construction; adoption of Delaware limited liability company law. This Act shall be applied and constructed to make the laws of the Republic […] uniform with the laws of the State of Delaware. […] The non-statutory law of the State of Delaware is hereby adopted as the law of the Republic.

  • From a cost point of view: it is a lot CHEAPER with PROMINEE® than in Delaware.
  • From an administrative burden point of view: it is at par with Delaware (without the IRS and their forms).

Can I change the name of mySeries?

No, the only way to do this is to buy another Series and merge them together (see other question below).

Is it aproblemif I do not have the Series name I want?

Not at all! You can create any website, brand, or trademark that you would like. The company legal name has nothing to do with its products or services. Significant examples includes:

  1. Alphabet Inc: that owns Google and all its trademarks
  2. The Procter & Gamble (P&G) company: surely you have consumed one of their product already.

Can I pick my ownSeries name?

Yes! You can order it here! ⚠️However: a human intervention is needed so you will have to wait 🕒 up to 48 hours 🕒 to receive your company documents (we will try to create it as fast as we can). If you are willing to wait: we will create your own Series with the name you have picked at no extra charge. 👌

One last thing: the date of creation of your Series will not be in 2017.

Can I open aPaypal®account in the name of my Series?

Unfortunately not 🙁. But you can use another entity/Paypal account to collect payments!

What do I getaftermy order?

IF your account is already approved & verified, you instantly get the following documents:

A Welcome Pack for you to read

Scanned Certificate of Formation/Incorporation with Apostille of the Master Series LLC

A draft Operating Agreement (in English) shall you wish to use it.

The legal registered address of your Series

Great support: you are just one message away to get help from us shall you need to.

Can I get arefundif I do not like it?

Unfortunately: no. A Series has only one single point of contact (the customer) and if not used it is destroyed for ever. This is also a guarantee that we do not resell refunded Series to customers: each Series is completely blank and unused.

Can I combine yourNominee Service(s)with a Series?

Absolutely! However please be aware that this will increase the costs (& renewal).

Can Imergetwo Series into one?

Yes, but you will have to:

  1. first: purchase the new Series
  2. second: contact us and give us the Merger Agreement

Can I transfer thedomicileof my Series?

Absolutely! It possible to do all sorts of transfer and/or conversion:

  • Conversion of a Series to an IBC within the Marshall Islands
  • Conversion of an IBC to a Series within the Marshall Islands
  • Conversion of a Series to an IBC from/to the Marshall Islands (Domestication)
  • Conversion of an IBC to a Series from/to the Marshall Islands (Domestication)
  • Transfer of domicile from/to the Marshall Islands

What to do if I do not want torenewmy Series?

You need to:

  1. notify your creditors (if any) ;
  2. notify us.

Failure to notify us may result in a revocation of your Series, with due renewal fees.