Marshall Islands Company Formation

The Marshall Islands (RMI) has one statute for its offshore entities, the Associations Law (Title 52 of the Marshall Islands Revised Code), modelled on Delaware. Inside it sit the Business Corporations Act (BCA), the Limited Liability Company Act, the Revised Partnership Act and the Limited Partnership Act. The registry for non-resident entities is run for the government by International Registries, Inc. (IRI), the same private administrator that runs the RMI ship registry. The Registrar of Corporations for non-resident entities, and the mandatory registered agent, is The Trust Company of the Marshall Islands, Inc. (TCMI).

Two terms need defining before anything else. 'Non-resident' in this law is not about who owns the company. It means the entity is not doing business in the Republic (BCA section 2(j) and 2(q)). Owners, directors and officers can be of any nationality and residence. And 'IBC' is the registrar's marketing name for the non-resident domestic corporation: the statute says 'non-resident domestic corporation' and dropped the word 'International' from the definition.

Formation is only possible through a qualified intermediary, such as a lawyer, accountant or corporate service company, that must carry out due diligence on the owners. You cannot file directly. We coordinate the file with such an intermediary and tell you what the registrar will ask for before anything is submitted. The registry then forms the entity in one business day, which is the registrar's own figure and does not include the intermediary's checks.

What you get is real and narrow: an exemption from RMI tax (section 12 BCA, covered under tax and annual obligations), no public list of directors or shareholders, and Delaware-style company law. What comes with it is also real: a yearly economic substance report, a records attestation, a beneficial-owner record and an annual invoice. The registrar does not print its formation or annual fee on any official page, so this page gives you the verified rules and leaves the amounts to your quote. If you are still choosing between jurisdictions, the company formation hub sets them side by side, and the pages for the BVI, Seychelles and Cayman Islands cover the closest alternatives.

Statute references on this page are to the courtesy copies the registrar publishes: the Associations Law through the December 2020 session and the Economic Substance Regulations 2018 as revised on 29 August 2019. The registrar states that neither is the official codification, and its list of amendments shows nothing after 2020. We confirm the current text before any filing.

Under section 12 of the Business Corporations Act, a non-resident domestic or foreign corporation, partnership, trust, unincorporated association or LLC is exempt from corporate tax, net income tax on unincorporated businesses, corporate profit tax, income tax, withholding tax on the entity's revenues, asset tax, tax reporting requirements on its revenues, stamp duty, exchange controls and other fees or taxes, except those imposed by sections 8 and 9. Those two sections are the registrar's formation and annual fees. Payments from a non-resident entity to another non-resident entity, or to non-citizens and non-residents, are exempt from RMI tax and withholding. The registrar describes the result as a zero tax jurisdiction.

That exemption is RMI-side only. It says nothing about tax in the country where the owners live or where the company is managed. Many countries tax a company that is managed from their territory, and many tax a shareholder on the profits of a foreign company they control. The Law also treats income from a resident officer or director in the RMI as domestic income, so placing someone locally changes the position. We do not give tax advice and we do not say what your outcome will be: take advice in the country where the owners and decision-makers are based before you commit.

The yearly duties are short but they are not zero. The statute and the registrar's own pages require the following.

The Economic Substance Regulations 2018 (ESR), made under BCA section 129.5(2), have applied since 1 January 2019. A 'relevant entity' is a non-resident corporation, partnership, limited partnership or LLC, unless its business is centrally managed and controlled outside the RMI and it is tax resident outside the RMI. The relevant activities are distribution and service centre business, financing and leasing, fund management, headquarters, holding company, intellectual property, shipping, banking and insurance. A pure equity holding company faces a reduced test, and high-risk intellectual property is presumed to fail unless the entity rebuts it.

The substance test asks whether the activity is directed and managed in the RMI, with adequate employees, physical presence and expenditure there, and core income-generating activity carried out there. Meetings would need a quorum physically present in the RMI, with minutes kept there. An entity that claims it is managed and tax resident elsewhere must give objective evidence of foreign tax residence, and the Registrar can share that evidence with EU competent authorities (section 8(4)).

Separately from the test, there is a reporting duty. The registrar states that all non-resident domestic entities and foreign maritime entities file an annual report on economic substance through the ESR portal, within 12 months of the entity's anniversary date. The report covers the latest closed financial period and asks for the business type, gross income by type, expenses and assets, premises, number of employees and information on core income-generating activities in the RMI. A Certificate of Economic Substance Reporting Compliance is issued within 72 hours of filing. The portal opened on 1 July 2020. The registrar's pages do not spell out how the management-and-tax-residence carve-out interacts with the filing duty, so we confirm that in writing for your facts.

The penalties are specific. Failing to give information the Registrar requires carries a fine of US$10,000, revocation of the formation documents and dissolution, or both. Failing the substance test carries a fine of up to US$50,000 per financial period and up to US$100,000 for the next period, plus revocation and dissolution. False or misleading information carries a fine of up to US$50,000. If the test is failed, information goes to the EU member state competent authority where the parent, ultimate parent and ultimate beneficial owner reside (section 8).

Not filing has an immediate practical cost. The registrar says services are suspended, with no documents filed, issued or recorded, until the report is filed. Twelve months after the deadline the Registrar will, with very limited exceptions, annul the entity under ESR section 6(3), and reinstatement needs an administrative procedure, a penalty fee and every missed report.

On the EU list of non-cooperative jurisdictions, the Marshall Islands does not appear in Annex I or Annex II of the Council conclusions of 9 October 2026 (document 13854/26). That is a statement about that document only, and the list is revised, so we check it again before relying on it.

The public sees very little. The registrar's entity search shows the entity name, its date of existence, amendments and any other document filed publicly. In the registrar's words, no requirement exists under RMI law for the names of officers, directors or shareholders to be filed in any public registry, and for an LLC the operating agreement and the names of members and managers may be filed voluntarily. A public register that shows no director or shareholder names is not a register that nobody sees: the information exists and is held elsewhere.

Every non-resident entity except a publicly traded one must use all reasonable efforts to keep an up-to-date record of the names and addresses of its beneficial owners, and keep it for at least five years, even after dissolution (BCA section 80). The test, in the Beneficial Ownership Regulations 2023 in force since 7 December 2023, is a natural person who owns or controls more than 25% of the shares or voting rights, directly or indirectly. If there is none, the person who controls by management or other means counts, and a senior managing official is the last step. The record is produced to the registered agent on demand, within 60 days, for its audit functions or on a valid governmental request. The Minister of Finance, acting under the Tax Information Exchange Agreement Acts, may require the agent to demand production.

Knowingly or recklessly failing to keep the records, failing to produce them within 60 days, failing to attest or giving false records is punishable by a fine of up to US$50,000, revocation of the articles and dissolution, or both. A company that made all reasonable efforts is not liable for lacking data it could not get. The same US$50,000 cap applies to the list of directors and executive officers, which must also be produced to the agent on demand.

Bearer shares. They are permitted for non-resident domestic corporations, and they are not anonymous. BCA section 42(2) lets a non-resident domestic corporation issue shares in registered or bearer form only if all shareholder and beneficial-owner records are provided to the corporation and kept under section 80, and it makes the validity of bearer shares and every holder's rights conditional on those records. For bearer shares, section 80(3)(c) requires the holder's and beneficial owner's names, addresses, nationalities and, for natural persons, dates of birth, and every transfer, to be recorded with the registered agent, TCMI. Shares for which the records are not kept must be cancelled (section 80(3)(h)), and resident domestic corporations cannot issue bearer shares at all. The registrar's November 2018 guidance says the same: bearer shares that do not comply become invalid and must be cancelled. A certificate in a drawer is therefore not a way to keep the owner off every record; it is a way to keep the owner off the public one.

Opening an account is a separate application from forming the company. It is not part of the registrar's process and formation does not carry a guarantee of one. The Law bars a non-resident entity from carrying on banking itself, but the same Law says that holding an account with a licensed RMI institution does not count as doing business in the RMI. The registrar lists holding securities and bank accounts among the uses of its entities. Whether any RMI bank accepts a given non-resident company is not stated at any primary source we could open, and we do not guess.

Banks outside the RMI look at the same facts a registrar does: who the beneficial owners are, where the company is managed, what it will actually do and where the money comes from. A company with real operations will also need to show the substance position described above. We do not name banks and we do not quote an approval rate for Marshall Islands entities, because we have no verified figure to quote.

For gaming and crypto groups our working position is an account with an electronic money institution or neobank, not a traditional bank, and we do not promise one. Our pages on high-risk merchant accounts, gaming company bank accounts and crypto-friendly banking explain what providers ask for and why applications fail. We also do not state an FATF listing status for the Marshall Islands on this page, because we could not confirm it against the FATF's own publication; we check it at engagement.

Not a crypto exchange, custody or other virtual asset service provider business. BCA section 3(5) lets a non-resident domestic corporation carry on any lawful business except granting insurance policies or assuming insurance risk, operating as a virtual asset service provider as defined in the Banking Act 1987, trust services or banking. The LLC Act repeats the same list in section 6(1). The registrar's own updates page dates the VASP bar to the December 2020 amendments. Where such an entity carries out abroad an activity that would be regulated under the Banking Act if done in the RMI, it is regulated by the authorities where it carries it out and must comply with their licensing (BCA section 3(6)). We did not review the Banking Act's definition of a virtual asset service provider, so a holding or intellectual-property company inside a crypto group is a question we answer after reading it, not a yes from this page.

For licensed crypto activity, the crypto licence pages and the article on EU CASP against offshore VASP cover the routes where a licence exists. For gambling, we have not been able to confirm the primary text of Marshall Islands gambling law, so this page makes no statement about it, and Vantegris does not offer a gaming licence route in the Marshall Islands. If you need a licensed gaming structure, start from the gambling licence pages.

A Marshall Islands company is also not an applicant company for any of the gaming licences we handle. Our applicant company for Anjouan, Tobique, Tuvalu, Kahnawake and KUNAISA licences is in Costa Rica, and the payment agent for gambling structures is in Cyprus. The article on setting up a company in Costa Rica explains how that structure works.

It is not a company without annual filings. You will see 'no annual filings' in marketing for these entities, and the registrar's advantages page uses the words 'Simple maintenance: no annual filings'. The registrar's own operating pages say otherwise: an annual ESR report through a portal, an annual attestation that records are kept, an annual invoice, and continuing beneficial-owner and accounting record duties, with services suspended and the entity at risk of annulment if the report is missed. The most that is safe to say from the Law text is that we found no requirement to file financial statements with the Registrar. Plan for the duties, not for the slogan.