Marshall Company Registration Overview
The Republic of the Marshall Islands is a chain of islands in the Pacific Ocean. The country is a member of the UN, the Pacific Community, the South Pacific Commission, and the Asian Development Bank. The country’s authorities have also signed the 1961 Hague Convention, which simplifies the registration of companies in the Marshall Islands.
Most investors choose an IBC (international business company) to conduct offshore business. The main regulations governing the process of establishing corporations are the Associations Act 1990, the Business Corporations Act 1990, and the Limited Liability Companies Act 1996. IBCs are usually registered for activities such as marketing services, e-commerce, IT business, consulting, and trading. However, banking, insurance, and trust management are prohibited in Ireland.
Time to register a company
1 to 3 days
Average register a company timeline
Average capital
US$500,000.
The registered capital
Tax rate
0%
Сorporate tax rate
The Marshall Islands are preferred mainly because of their quick registration procedure, lack of taxes, lack of financial reporting and annual audit requirements, and confidentiality of information about the ultimate beneficiary. Only the details of the registration agent are listed in the register, and information about the organization is disclosed only upon official requests from government agencies.
In addition, international business companies (IBCs) are registered in the Marshall Islands for IPOs. More than 40 companies from this jurisdiction have already listed their shares on the world’s leading stock exchanges.
Country information: Marshall Islands
| Location | Micronesia, in the central Pacific Ocean |
| National currency | US dollar (USD) |
| Official language | Marshallese, English |
| Credit rating | NR (not rated) |
Advantages of Company Registration in the Marshall Islands
Tax-free zone.
International companies are subject to the following taxes: 0% corporate tax, 0% VAT, no tax on dividends, royalties, interest, or customs duties.
Minimal requirements for organizational structure.
When registering a company in the Marshall Islands, the organizational structure must include one director, one shareholder (no residency requirements), and a secretary (can be either a legal entity or an individual).
Currency transactions.
There are no currency controls, and it is possible to open a bank account in any currency and in any country in the world.
Initial capital.
The legislation does not specify the amount and currency of the authorized capital, but on average it is about US$500,000.
Proximity to the US.
The location and status of an associated state with the US opens up the American market to businesses.
Data protection.
Information about the ultimate beneficiary is not available in public registries. Company data is stored by the registration agent and provided upon official request from government authorities.
Reporting.
The Republic does not impose requirements for financial reporting and annual audits.
Possibility of redomiciliation.
Companies have the right to freely transfer their legal structure from any country to the Marshall Islands.
Remote management.
There are also no requirements regarding the number and location of shareholder meetings.
Ready to Start Your Company in the Marshall Islands?
Our experts will accompany you at every stage of the opening process, ensuring its smoothness and efficiency.
Requirements for opening a formation in the Marshall Islands
This jurisdiction imposes certain requirements on international companies, such as:
- Prohibition on doing business with residents. Companies are prohibited from doing business with residents, acting as registration agents for residents, having residents in their management, and owning real estate in the area.
- Legal address. In accordance with FATF and EU requirements, since 2019, companies are required to have a legal address in the jurisdiction where they are registered and to keep all corporate documentation at that address.
- Organizational structure requirements. One managing director, at least one shareholder, and a secretary must be appointed.
- Registration agent. When setting up a company, a local licensed registration agent is required, who will subsequently renew the company’s registration.
- Unique name. The state has set criteria for company names, such as: the name cannot be the same as that of a previously registered company, the name must end with Ltd, Inc, Sociedad Anónima, etc., depending on the type of company, and the words “bank,” “trust,” “Royal,” and “Charity” cannot be used.
- Expenses. Company expenses include a 7% tax to the Pension Fund and 3.5% to the Social Insurance Fund. Fees for registering a company in the Marshall Islands also include a recommended initial capital of US$1,000, a license fee, and an annual fee to the agent for renewing the registration.
Corporate information
| Ready-made companies are available for purchase | Yes |
| Legal system | Based on English common law |
| Use of Cyrillic characters in company names | No |
| Local registered office required | Yes |
| Organizational and legal forms | Corporation, limited liability company (LLC) |
| BPA in the company name | Corporation (Corp.), Limited Liability Company (LLC) |
| Local registered agent required | Yes |
Process for Opening a Company in the Marshall Islands
The company registration process can take up to one business week. When setting up a company, it is important to note that the amount and timing of the initial capital contribution are not specified by law. Business formalization in this jurisdiction is carried out with the help of a licensed local agent and involves several stages:
Selecting a legal structure
First, it is best to determine which type of company will be most beneficial for the business. The jurisdiction allows you to choose from the following: LLC, IBM, LP, Corporation, FME.
Name for the offshore company
The authorities have imposed certain restrictions on the choice of names for companies. It is prohibited to use the words “bank,” “insurance,” “Royal,” or “trust,” as well as “Royal” or any references to local authorities. Words such as Corp, Inc, Ltd, etc., should be used at the end of the name, depending on the type of company. The uniqueness of the name is verified through the Marshall Islands Registrar.
Gathering and formation of information about the company
The list of documents at the time of registration includes:
Appointment of the registration agent
The agent enters all data into the Register, the beneficiary’s information is closed, and only the name of the registrar is displayed in the Register. After that, the agent will renew the company’s registration annually. He also has the right to request all documents from the company, including documents on the ultimate beneficiary. As a result, the company must obtain a Certificate of Registration.
Opening an account
In this jurisdiction, there are no restrictions on the number of accounts or requirements for the account currency. The entire process usually takes one month.
Documents required to register a company in the Marshall Islands
The island’s legislation requires that when creating a new legal entity, a package of documents (in English with notarization) be formed, such as:
- Copies of passports and proof of residence of managers, shareholders, and secretaries.
- Articles of Association, Memorandum, Agreement of Incorporation.
- Minutes of the shareholders’ meeting on the appointment of the director.
- Document confirming the appointment of the secretary.
- Register of directors, shareholders, and secretaries.
- Details of the legal address.
- Payment of state registration fees.
Types of companies in the Marshall Islands
TTypes of companies most often chosen for incorporation in the Marshall Islands:
- IBC (International Business Company)
This type of structure is most often chosen by investors engaged in international trade, IT business, marketing, and consulting. IBCs do not pay local taxes, only state fees, and do not submit financial statements. The company is managed by one director and has one shareholder. Issuance of shares is permitted.
- LLC (limited liability company)
One director (who may be a natural or legal person) and at least one shareholder (the maximum number is not limited) are required. Shareholders are liable in proportion to their share in the authorized capital. The company may not engage in insurance or banking activities.
- LP (limited partnership)
Liability is distributed according to the size of the partner’s contribution, with the general partner bearing primary liability for all obligations.
- FME (foreign maritime company)
The company may own maritime vessels in the territory of the Republic. Data confidentiality is maintained. Taxes are not paid or collected outside the jurisdiction.
Director and secretary
| Minimum number of directors | 1 |
| Residency requirement for directors | None |
| Legal entity directors permitted | Yes |
| Information provided to local agent | Yes |
| Information disclosed in the public register | Yes |
| Secretary required | No |
| Residence requirement for secretary | No |
| Qualification requirements for secretary | No |
| Legal entity as secretary | Yes |
Ready to Start Your Company in Marshall Islands ?
Our experts will accompany you at every stage of the opening process, ensuring its smoothness and efficiency.
Marshall Islands Companies Legislation
The main regulatory law governing the establishment of offshore companies is the Associations Act 1990, which includes:
- Business Corporations Act 1990.
- Limited Liability Companies Act 1996.
- Revised Uniform Partnership Act.
- The Limited Liability Partnerships Act.
Taxation in the Marshall Islands
The Marshall Islands has not entered into any double taxation agreements.
Offshore companies are subject to the following tax regime:
- no corporate tax, VAT, capital gains tax, dividends, interest, royalties, if the source of income is outside the Republic;
- no stamp duty;
- 7% pension fund;
- 3.5% social security.
Taxation
| VAT | None |
| Basic corporate tax rate | 0 |
| Capital gains tax | No |
| Exchange control | No |
| Detailed information on corporate tax rates | No corporate income tax on income earned outside the Marshall Islands. |
| Stamp duty | None |
Shares and share capital
| Standard currency for shares | US dollar |
| Beneficiary information disclosed | No |
| Minimum issued capital | No restrictions |
| Bearer shares permitted | No |
| Authorized capital | US$50,000 |
| Conditions for payment of capital | No restrictions |
| Nominal value of shares | US$1 |
| Possibility of issuing shares without par value | Yes |
Shareholder and beneficiary
| Minimum number of shareholders | 1 |
| Data entered in the public register | No |
| Residency requirement for shareholders | No |
| Beneficiary information disclosed | No |
| Beneficiary information disclosed to local agent | No |
| Legal entities are permitted as shareholders | Yes |
Reporting
| Reporting required | No |
| Open access to reports | No |
| Mandatory audit requirement | No |
| Annual declaration required | Yes |
| Public access to annual report | No |
| Reporting requirements | No |
Trademark registration
| Comprehensive TM training fee | US$100 |
| Trademark registration fee | $400 |
| Trademark registration certificate fee | US$500 |
| Additional registration fee per class | US$200 |
FAQ about a Company formation in the Marshall Islands
Are the Marshall Islands an offshore jurisdiction?
Yes, the Marshall Islands have offshore status, offering favorable tax rates and minimal requirements for company organizational structure.
How to register a company in the Marshall Islands?
Registration is quick and takes one business week, but if the name is verified for uniqueness, there is a local registered office and a licensed registration agent is appointed.
How much does it cost to set up a company in the Marshall Islands?
The cost depends on many factors: notarization of documents, agent fees, and registration fees. The amounts of government fees for the services provided are listed on the RMI website.
How long does it take to register a company in the Marshall Islands?
The registration process is not long: it takes only one working week to register a company in the Marshall Islands.
What are the types of companies in the Marshall Islands?
Most often, investors prefer to create IBCs, but other types of structures such as FMEs, LLCs, LPs, and Corps are also very popular.
Why do companies choose to register in the Marshall Islands?
This jurisdiction offers many advantages for business, including favorable taxation, minimal business requirements, no minimum initial capital, and no audit requirements.
Is it mandatory for a Marshall Islands corporation to have a company secretary?
Yes, it can be a natural or legal person, and there are no residency requirements.
What types of businesses are prohibited in the Marshall Islands?
Companies are prohibited from engaging in insurance, banking, or trust services. In addition, international commercial companies are prohibited from conducting transactions with residents.
What are the initial requirements for establishing a business in the Marshall Islands?
The Republic’s legislation establishes the following minimum requirements:
At least one managing director and one shareholder.
A local registered office.
A registration agent.
