Author Archives: xlo5

RMI Focus: Marshall Islands Law Permits A Broader “Duty of Inquiry” Defense for Vessel Owners Facing Necessaries Lien Claims

In the Maritime Act, the Republic of the Marshall Islands (“RMI”) has adopted the “non-statutory general maritime law of the United States” as the general maritime law of the Republic.  That creates an important measure of predictability and stability for many marine financing transactions and other matters governed by RMI law, but it is important […]

Redomiciliation of an Existing Entity into the Republic of the Marshall Islands

A party interested in forming a corporate entity in the Republic of the Marshall Islands (RMI) has an option to redomicile an existing entity into RMI. The Corporate Registry of RMI continues to offer free redomiciliation (domestication) into RMI. Redomiciliation generally means that the corporate entity originally incorporated in another jurisdiction becomes an entity of […]

Republic of the Marshall Islands Announces Consolidated Filing Option for Economic Substance Report

Today, International Registries Inc. (“IRI”) on behalf of the Marshall Islands Register of Corporations announced the availability of a consolidated filing option on its economic substance reporting portal. A report on economic substance (an “ESR Report”) is an annual filing requirement that needs to be observed by every non-resident domestic entity (“NRDE”) and foreign maritime […]

Marshall Islands Opens Economic Substance Reporting Portal

The Marshall Islands’ economic substance regulations (“ESR”) require certain legal persons (a “relevant entity” under the ESR) to have sufficient economic substance in the Marshall Islands. A “relevant entity” for ESR purposes is a non-resident domestic entity or a foreign maritime entity. All relevant entities must file a report on economic substance (an “ESR Report”) […]

Special Committees Must Be Formed Before Economic Discussions Begin

Earlier this year, the Delaware Court of Chancery held that a conflicted transaction, even if not involving a controlling stockholder, could only be “cleansed” through the use of a special committee that was formed ab initio (i.e., from the outset). Accordingly, if boards of directors wish to form special committees of disinterested and independent directors […]

Economic Substance Reporting and Guidance

All non-resident domestic entities (NRDEs) and foreign maritime entities (FMEs) are required to file an annual report on economic substance in accordance with the Republic of the Marshall Islands (RMI) Economic Substance Regulations, 2018, which came into force on January 1, 2019. Reports must be submitted within 12 months of the anniversary date of the NRDE […]

Marshall Islands Companies Get Clarity on Virtual Shareholder Meetings

The ability of public companies to conduct virtual shareholder meetings has received significant attention in 2020 following the outbreak of the Covid-19 virus that resulted in numerous jurisdictions around the world imposing restrictions that prevent in person meetings and impede travel. Recognizing the uncertainty that these restrictions placed on 2020 annual shareholder meetings, the U.S. […]

Emergency Measures Available to Marshall Islands Shipowners in Light of COVID-19

COVID-19 has upended the ways in which business is conducted around the world, and the Republic of the Marshall Islands (and other prominent flag jurisdictions) have made necessary changes to accommodate those transactions that traditionally required production of originals or in-person interaction. Pursuant to the Guideline promulgated by the Republic in April 2020: For the […]

The Marshall Islands Corporate Registry Releases Compliance Update

The Marshall Islands Corporate Registry released a compliance update on March 5, 2020 wherein it summarized certain key developments relating to Organisation for Economic Cooperation and Development (“OECD”) evaluations, Financial Action Task Force (“FATF”) evaluations, and updates on removal of the Republic of the Marshall Islands from blacklists by the European Union and France. These […]