Marshall Islands Company Restoration

A company struck off by the Marshall Islands Maritime & Corporate Administrators may apply for restoration for the purpose of recovering assets or to continue trading.

Once the Marshall Islands Registry is satisfied that all outstanding fees to the Registrar in the Marshall Islands have been paid, and that company has again retained a Registered Agent, the company can be restored to Good Standing as if it had never been struck off.

Marshall Islands Company Restoration Fees

Marshall Islands Registered Agent

A company incorporated in the Marshall Islands can only be restored by the Registered Agent on record, or the agent may be changed to a new agent undertaking the company restoration.

To change the Registered Agent, the Registrar must obtain consent from the current Registered Agent to move forward with the reinstatement process and to change the registered address of record.

As there is no mandatory Register of Directors, Officers, Shareholder or Beneficial Owners for non-resident domestic entities in the Marshall Islands, the only way the Registrar is able to ensure that requests to change registered address or restore a company is from the proper parties is to insist that the request comes from the current Registered Agent.

Whenever the Republic of the Marshall Islands Registrar receives a request for a reinstatement from anyone other than the current address of record, the Registrar must obtain consent of the last known address of record to move forward with the reinstatement process and change the address of record.

This step is undertaken to protect the interests of the entity, providing a confirmable chain of custody over the entity. As there is no mandatory register of directors, officers, shareholders, or beneficial owners of non-resident domestic entities, the only way the Registrar is able to ensure that requests are being received from the proper parties is to adhere to this practice.

If there is a dispute between the address of record and the requesting party, the matter is exclusively between those parties to resolve without the Registrar’s involvement.

If consent is not obtained, the Registrar cannot proceed without a court order identifying the ownership of a company which has then allowed a new billing agent to act for the company.

Restoration of Marshall Islands Company

Dissolution on failure to pay annual registration fee or appoint or maintain registered agent.

On failure of a corporation to pay the annual registration fee or to maintain a registered agent for a period of one year, the appropriate Registrar of Corporations shall cause a notification to be sent to the corporation through its last recorded registered agent that its articles of incorporation will be revoked unless within ninety days of the date of the notice, payment of the annual registration fee has been received or a registered agent has been appointed, as the case may be.

Furthermore, if any corporation abuses or misuses its corporate powers, privileges or franchises, including, but not limited to, participating in activities in violation of section 3(5) of this Act, the registered agent in its sole discretion shall have the power to resign as registered agent of such corporation.

In either case, the Registrar of Corporations shall issue a proclamation declaring that the articles of incorporation have been revoked and the corporation dissolved as of the date stated in the proclamation.

The proclamation of the Registrar of Corporations shall be filed, and the date of revocation and dissolution shall be marked on the record of the articles of incorporation of the corporation named in the proclamation, and notice shall be given thereof to the last recorded registered agent.

Thereupon the affairs of the corporation shall be wound up in accordance with the procedure provided in this division.

Whenever it is established to the satisfaction of the Registrar of Corporations that the articles of incorporation were erroneously revoked, and the corporation was involuntarily dissolved (annulled) he may restore the corporation to full existence by publishing and filing in his office a proclamation to that effect, provided however, that the Registrar of Corporations shall not be held liable for any such error.

Whenever the articles of incorporation of a corporation have been revoked and the corporation dissolved, the corporation may request that the Registrar of Corporations reinstate the corporation. After being satisfied that all arrears to the Republic of the Marshall Islands have been paid, that the corporation has again retained a qualified registered agent and paid any arrears to the same, the corporation may be restored to full existence.

Company Directors and Shareholders

When your Marshall Islands company is restored, the previously listed directors, shareholders and the registered office are assumed to be the same.