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Marshall Islands Associations Laws Update: New Requirements and Penalties
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The Republic of the Marshall Islands has introduced several amendments to its associations laws, which will significantly impact corporations, partnerships, limited partnerships, and limited liability companies incorporated or formed prior to November 14, 2017.
Deadline to Comply with New Requirements
Companies must comply with these new requirements by [insert deadline]. Failure to do so may result in significant penalties and ramifications. It is essential that companies start obtaining the relevant information now to avoid missing deadlines or incurring penalties.
Key Changes
- Bearer Shares: Companies can no longer issue bearer shares, which lack a registered owner. Instead, all shares must be issued with a named beneficial owner.
- Information Requirements: Corporations must maintain accurate and up-to-date records of shareholders, including the name and address of each shareholder.
- Partly Paid Shares: Marshall Islands corporations can now issue partly paid shares, which are subject to calls for the remainder of the consideration due.
- Renouncing Business Opportunities: Companies have the power to renounce their interest in or expectancy of business opportunities presented to them or their officers, directors, or shareholders.
- Public Company Exception to Dissenters’ Rights: Public companies with over 2,000 shareholders are no longer entitled to receive fair value for their shares by dissenting from any sale or exchange of all or substantially all of the corporation’s assets.
Penalties for Non-Compliance
Failure to comply with these new requirements may result in significant penalties, including:
- Fines
- Revocation of corporate status
- Criminal prosecution
Seek Professional Advice
Companies affected by these changes should seek professional advice from a qualified attorney or accountant to ensure compliance and avoid potential penalties.
Contact Us
For more information on how these changes may impact your company, please contact one of our experts:
- Daniel Rodgers, Partner, Head of New York Office: +1 212 922 2206, drodgers@wfw.com
- Steve Hollander, Partner, New York: +1 212 922 2252, shollander@wfw.com
- John Benson, Partner, New York: +1 212 922 2235, jbenson@wfw.com
- Daniel B. Berger, Associate, New York: +1 212 922 2246, dberger@wfw.com
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