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 […]

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 […]

Marshall Islands Economic Substance Regulations

What is it? The Marshall Islands, among various other jurisdictions, promulgated economic substance regulations (“ESR”) that generally came into effect during 2019. Generally, the ESR requires certain legal persons (i.e., a “relevant entity” under the ESR) conducting certain activities in the Marshall Islands have sufficient economic substance in the Marshall Islands. Why is it there? […]

Marshall Islands Adoption of Cross-Border Insolvency Statute

The Republic of Marshall Islands (the “Marshall Islands”) has passed an Act (the “Act”) implementing the U.N. Commission on Internal Trade Law (UNCITRAL) Model Law on Cross-Border Insolvency (the “Model Law”). The Act is intended to implement effective mechanisms for dealing with issues related to cross-border insolvency proceedings and encourages cooperation and coordination between jurisdictions. […]