Offshore Pro Group’s experts support every stage of incorporation, from choosing the company’s legal structure and preparing documents to liaising with the registered agent. Where needed, our specialists also help select a bank and prepare the documents required to open a corporate account.
Incorporation usually takes 4–10 business days after the documents have been approved.
Subject to compliance with local legislation, these entities’
foreign-source income is exempt from tax in the Republic.
Remote registration is available.
Excellent – 4.6 out of 5
Processing time: from 4 days
For entrepreneurs who plan to register an IBC or LLC and manage the company themselves.
The package includes:
Document preparation and company registration.
Payment of the government fee.
Registered agent services for 12 months.
A registered office address for 12 months.
A complete set of original corporate documents.
Apostille certification of documents.
Courier delivery of the document package.
Processing time: from 6 days
For entrepreneurs who need a professional IBC director or LLC manager to manage the company and deal with counterparties.
The package includes:
Document preparation and company registration.
Payment of the government fee.
Registered agent services for 12 months.
A registered office address for 12 months.
A complete set of original corporate documents.
Apostille certification of documents.
Courier delivery of the document package.
Appointment of a professional IBC director or LLC manager for 12 months.
Processing time: from 10 days
For entrepreneurs who need assistance with opening a corporate bank account alongside company formation.
The package includes:
Document preparation and company registration.
Payment of the government fee.
Registered agent services for 12 months.
A registered office address for 12 months.
A complete set of original corporate documents.
Apostille certification of documents.
Courier delivery of the document package.
Bank selection and assistance with opening a corporate account.
In an International Business Corporation (IBC), ownership rights are represented by shares, and the company is managed by a director. In a Limited Liability Company (LLC), members can manage the business themselves or appoint managers. Decision-making procedures and profit distributions are set out in the Operating Agreement, allowing the interests of different owners to be accommodated.
Under §12 of the Business Corporations Act, non-resident domestic entities (NRDE) are exempt from corporate tax, income tax and several other local taxes. However, the offshore company and its owners may have tax obligations in other countries, including where they conduct business or are tax resident.
Marshall Islands corporate law is largely based on the laws of the US state of Delaware. The formation and operation of IBCs, LLCs and partnerships are governed by the Associations Law. This legislation also provides for redomiciliation: transferring an existing company to the Marshall Islands or another jurisdiction without creating a new legal entity. This procedure is available subject to compliance with the legal requirements of both countries.
The Marshall Islands is not included in the European Union’s list of non-cooperative jurisdictions for tax purposes. However, foreign banks conduct their own risk assessments when reviewing corporate account applications. Their checks take into account the country of incorporation, the company’s business activities, its ownership structure and planned transactions.
An IBC can be incorporated with just one shareholder, while an LLC requires only one member. In both cases, the owner may be an individual or a legal entity, regardless of their country of residence. No local partners are required.
Information about directors, shareholders, and officers is not subject to mandatory disclosure in the public registry. Ultimate beneficial ownership information is also not publicly available, although authorized government authorities may obtain access to it.
Incorporating an IBC or LLC does not require a personal visit to the Marshall Islands. An incorporation request can be submitted online , while document preparation and communication with the registered agent can be handled remotely.
There is no minimum paid-up capital requirement for an IBC. The standard capitalization structure allows for the issuance of up to 500 no-par-value shares or shares with a total par value of up to USD 50,000. Exceeding these thresholds triggers a one-time capitalization tax. In an LLC, members determine their capital contributions and the allocation of ownership interests in the Operating Agreement.
Before opening a corporate bank account, banks assess the ownership structure, nature of business activities, and source of funds. These procedures are consistent with the recommendations of the Financial Action Task Force (FATF) . Financial institutions may request additional documentation and may decline an account application following their review.
To maintain a company in good standing, annual registration renewal fees must be paid on time and corporate information must be kept up to date. In addition, all non-resident entities are required to submit an annual Economic Substance Report, even if they conducted no business activities and generated no income during the reporting period.
IBCs and LLCs are the most common choices for international business. In the Marshall Islands, you can also establish a partnership, open a branch of a foreign company or register a foreign entity to own vessels flying the Republic’s flag.
International Business Corporation
An IBC is a separate legal entity managed by a director and owned by shareholders. Their liability is generally limited to the amounts invested, making this structure suitable for international trade, holding structures and asset ownership.
Limited Liability Company
Members can manage the business themselves or appoint managers. They are generally not personally liable for the company’s obligations, and profit distribution arrangements are set out in the Operating Agreement. This structure is suitable for joint investment projects where partners need to agree on the terms of their participation in advance.
| STRUCTURE | FEATURES |
|---|---|
|
General Partnership |
The partners jointly conduct business and have unlimited liability for its obligations. If the partnership’s funds are insufficient to repay its debts, creditors may pursue the partners’ personal assets. |
|
Limited Partnership |
General partners manage the business and have unlimited liability for its obligations. The other partners can act as investors without participating in day-to-day management, generally risking only the amounts they have invested. This structure is suitable for joint investment projects where responsibilities are divided between partners. |
|
Foreign Maritime Entity (FME) |
A foreign company can obtain FME status if it plans to register a vessel it owns in the Marshall Islands ship registry. It retains its registration in its country of incorporation, so there is no need to establish a new legal entity. |
|
Branch of a foreign company |
A foreign company can open a branch to conduct business in the Marshall Islands after obtaining the necessary permits. As the branch is not a separate legal entity, the parent company is responsible for its obligations. |
General Partnership
The partners jointly conduct business and have unlimited liability for its obligations. If the partnership’s funds are insufficient to repay its debts, creditors may pursue the partners’ personal assets.
Limited Partnership
General partners manage the business and have unlimited liability for its obligations. The other partners can act as investors without participating in day-to-day management, generally risking only the amounts they have invested. This structure is suitable for joint investment projects where responsibilities are divided between partners.
Foreign Maritime Entity (FME)
A foreign company can obtain FME status if it plans to register a vessel it owns in the Marshall Islands ship registry. It retains its registration in its country of incorporation, so there is no need to establish a new legal entity.
Branch of a foreign company
A foreign company can open a branch to conduct business in the Marshall Islands after obtaining the necessary permits. As the branch is not a separate legal entity, the parent company is responsible for its obligations.
The name must be unique and contain letters of the Latin alphabet. Under §26 of the Business Corporations Act, an IBC’s name normally includes a designation of its legal form, such as Limited, Ltd. or Corporation. In certain cases, the Registrar may approve a different name. The chosen name can be reserved free of charge for up to six months. The use of words such as Bank, Trust and other regulated terms is restricted.
Ownership and management requirements vary depending on the legal structure.
An IBC requires only one shareholder, and an LLC requires only one member. Owners can be individuals or legal entities, regardless of their country of residence. A local partner is not required.
An IBC must have at least one director responsible for managing the corporation. In an LLC, these functions can be performed by the members themselves or by managers they appoint. Directors and managers are not required to be local residents.
An IBC must appoint a secretary, while an LLC can operate without one. The secretary is responsible for organising corporate documentation, recording resolutions and keeping minutes.
Under §3 of the Beneficial Ownership Regulations, 2023, an Ultimate Beneficial Owner (UBO) is an individual who directly or indirectly holds more than 25% of the ownership interests or voting rights, or otherwise controls the legal entity. These owners must be identified regardless of their nationality.
Companies must maintain current information about their ultimate owners and update it when the ownership structure changes. This information is not published in a public register but may be provided to authorised bodies on request.
The intended business activities are specified during registration. An offshore company can undertake several permitted activities, although restrictions and licensing requirements apply to certain financial and other regulated services.
A corporate seal is not a mandatory registration requirement. An IBC may use one to execute documents where necessary.
IBCs and LLCs must have a registered address in the Marshall Islands. The Trust Company of the Marshall Islands (TCMI) is the mandatory registered agent for non-resident entities.
A separate office is not required to register an IBC or LLC. However, an offshore company earning income from certain activities, such as financing or leasing, may be subject to economic substance requirements. In that case, management and core operations must be carried out in the Marshall Islands, with sufficient staff and suitable premises.
When an IBC is established, the number and characteristics of its authorised shares must be specified. There is no minimum paid-up capital requirement. In an LLC, members agree on their contributions, ownership interests and contribution arrangements in the Operating Agreement.
Offshore Pro Group’s experts discuss the business objectives, ownership structure and planned activities. Based on this information, they help determine which structure, an IBC or LLC, is better suited to the project.
We then check whether the proposed name meets the legal requirements and whether it is already in use by another company. If there are no restrictions, the name can be reserved in the Marshall Islands company register.
Offshore Pro Group’s specialists collect the necessary information about members, directors, managers and beneficial owners. The registered agent then conducts checks under Know Your Customer (KYC) and Anti-Money Laundering (AML) procedures. Additional documents may be requested where necessary.
Once the checks have been completed successfully, the documents are submitted for registration through an authorised intermediary. Government fees are also paid at this stage.
After registration, an IBC receives a Certificate of Incorporation, while an LLC receives a Certificate of Formation. Offshore Pro Group’s experts then compile the corporate document package and arrange apostille certification of the necessary copies.
After incorporation, Offshore Pro Group’s team helps arrange ongoing company maintenance. This includes annual registration renewal, updates to information about owners, directors and managers where necessary, and submission of the Economic Substance Report (ESR).
As part of their banking support services, Offshore Pro Group’s experts help select a financial institution, prepare the application and provide the documents required for its checks. The time needed to open an account depends on the internal procedures of the chosen bank or payment institution.
The document requirements depend on the founders and the requirements of the registered agent, which must conduct checks on applicants before registration.
A copy of a valid passport.
Proof of residential address, such as a bank statement or utility bill.
Information about the planned activities and sources of funds.
A power of attorney if registration is handled through a representative.
Constitutional and registration documents.
A resolution to establish a company in the Marshall Islands.
Information about directors, members and ultimate beneficial owners.
The representative’s documents and a power of attorney in their name.
Depending on the country where the documents were issued, the agent may require notarised copies, a translation or an apostille. An apostille confirms the authenticity of official documents for use abroad.
Opening an account usually requires more detailed information about the business. The bank may request evidence of the source of funds, contracts with counterparties, a description of planned transactions and expected transaction volumes.
The cost depends on the selected service package and the nature of the business. The following fees apply to IBCs and LLCs:
| SERVICE | COST |
|---|---|
|
Company formation |
From USD 3,285 |
|
Professional services |
From USD 1,715 |
|
Opening a corporate account |
From USD 4,000 |
|
Annual legal maintenance Renewal of registration, registered agent services and registered office address |
USD 1,750 per year |
|
Courier delivery |
USD 350 per shipment |
Renewal of registration, registered agent services and registered office address
Ownership structure. If the founders include several legal entities, checking their documents and ultimate beneficial owners may involve additional costs.
Document formalities. Notarisation, translation and apostille certification of documents not included in the selected package are charged separately.
Banking support. The cost depends on the business activities, the countries involved in payments and the complexity of source-of-funds checks.
Additional services. The appointment of professional directors or managers, corporate changes and accounting services are priced according to the specific work required.
Offshore Pro Group’s experts will prepare an individual quotation based on the chosen legal structure and the services required.
IBCs and LLCs are suitable for providing consulting services to overseas clients. Entrepreneurs can use these entities to enter into contracts with foreign counterparties and receive payment for work performed.
Both IBCs and LLCs are suitable for software development, digital product licensing and the provision of Software as a Service (SaaS). When digital subscriptions are sold directly to individuals in the EU, VAT is charged at the rate applicable in the customer’s country. When sales are made through a platform, tax obligations depend on the platform’s role in the transaction.
An IBC can enter into international trade contracts for the purchase and sale of goods. Customs obligations depend on the product category and the countries through which the goods move.
An offshore company can be used to operate an online store and sell through international marketplaces. Before starting, you need to confirm that your chosen payment providers serve companies registered in the Marshall Islands.
An IBC can hold interests in other companies, vessels, real estate and intellectual property rights, such as trademarks and patents. This allows different assets to be held by a single legal entity and managed centrally.
An LLC allows partners to determine their contributions, management arrangements and profit distributions. Partners must also check licensing requirements when bringing in outside investors.
Offshore Pro Group’s experts will help you choose between an IBC and an LLC, assess the options for opening an account and calculate the incorporation costs.
Request a ConsultationUliana Syva
Consultant in company formation, corporate structures, banking support and international business matters.
1000+
completed projects
13+
years of experience
The tax treatment depends on the entity’s status and where it conducts business. Non-resident IBCs and LLCs qualify for exemptions under §12 of the Business Corporations Act.
0%
Income tax for non-resident companies
12%
Tax on sales of goods and services in the Marshall Islands
0%
Tax on payments by non-resident companies to foreign recipients
0%
Tax on dividends paid to foreign company owners
IBCs and LLCs with non-resident status are exempt from income tax under §12 of the Business Corporations Act. Conducting business in the Republic or other countries may give rise to additional tax obligations.
Since 1 October 2026, the Marshall Islands has applied a consumption tax of 12% to taxable sales of goods and services and to imports. Registering an IBC or LLC does not, in itself, create a liability for this tax; the obligation arises when taxable transactions take place.
Non-resident IBCs and LLCs do not withhold local tax on payments of interest, rent or intellectual property royalties to foreign recipients.
IBC dividends and distributions of LLC profits to members are exempt from local taxes if the recipients are not residents of the Republic. However, this income may be taxable under the laws of the owner’s country of tax residence.
Where a director or employees work in the Republic, payroll taxes apply at rates of 8–12%, with an exemption for low incomes. The employer also pays pension and health insurance contributions.
The Marshall Islands has entered into tax information exchange agreements with several countries. These allow tax authorities to exchange information but do not, in themselves, provide tax relief on international payments.
IBCs and LLCs must keep accounting records and retain supporting documents.
Non-resident companies do not file annual financial statements with the registry.
Non-resident IBCs and LLCs are exempt from filing local income tax returns.
There is no mandatory annual audit, although a bank or investor may require one.
The Economic Substance Report must be submitted annually through the Registrar’s online portal, even if the company has no income.
The company pays annual registration fees and renews the services of its agent, which provides a registered office address and receives official correspondence.
The company records its transactions and retains supporting documents, complying with legal requirements when tax obligations arise.
The Economic Substance Report must be submitted annually through the Registrar’s portal, even if the company has no income.
Changes to the director, members or address require the relevant documents to be prepared and the information held by the registered agent to be updated.
Information about ultimate owners must be updated when ownership changes.
Current business information and documents supporting transactions must be provided at the financial institution’s request.
Offshore Pro Group’s experts assist with opening an account, but the final decision rests with the chosen financial institution.
A preliminary assessment of the company’s activities and planned transactions.
Selection of a bank or payment institution based on the currencies and countries involved in payments.
Assistance with collecting documents for checks on the owners and the business.
Assistance with completing application forms and preparing responses to additional bank requests.
Preparation of company representatives for an interview, where necessary.
The identities of the owners, directors and managers.
The source of funds.
Business activities and key counterparties.
The countries from which payments will be received and to which they will be sent.
Expected account transaction volumes.
You can purchase a shelf IBC in the Marshall Islands that has already been incorporated but has not previously conducted business. Offshore Pro Group’s experts help select a suitable option from the available companies and arrange the purchase.
The buyer receives an existing IBC with a complete set of corporate documents. The company retains its original incorporation date when ownership changes because no new legal entity is created.
Before the transaction, the company’s registration status and history are checked, and the absence of debts or outstanding obligations is confirmed.
After the purchase, the shares are transferred to the new owner, the change of director is documented and information about the ultimate beneficial owners is updated.
If the company already has an account, a change of ownership may require fresh due diligence. Whether banking services continue depends on the financial institution’s decision.
Registering an IBC or LLC does not automatically authorise it to undertake regulated activities. Restrictions depend on the nature of the business and the country where services are provided.
Non-resident companies are prohibited from conducting banking and trust business. Other financial services may require a licence in the country where the offshore company plans to operate.
Non-resident IBCs and LLCs are prohibited from conducting insurance business, including entering into insurance and reinsurance contracts.
Opening a clinic requires a licence, while manufacturing and selling medicines require the relevant permits and registration of the products in the countries where they will be sold.
Providing payment services requires a licence in the country of operation. Non-resident IBCs and LLCs are also prohibited from providing virtual asset services.
Commercial maritime transport under the Marshall Islands flag requires vessel registration, mandatory safety inspections and the relevant certificates.
Construction and energy projects in the Marshall Islands must comply with local permit requirements. Telecommunications services require a special permit, and commercial gambling is prohibited.
Restrictions on non-resident companies are set out in the Marshall Islands Associations Law.
Redomiciliation allows a company to move to the Marshall Islands or another country without being liquidated and replaced by a new legal entity. The procedure is permitted subject to compliance with the laws of both countries. The company retains its original formation date and obligations, while the terms of existing licences and banking arrangements require separate review.
The voluntary liquidation of IBCs and LLCs follows a statutory procedure and is distinct from bankruptcy or compulsory striking off.
Closing an IBC requires the consent of shareholders holding at least two-thirds of the voting shares, unless its articles provide otherwise. For an LLC, the terms of the members’ agreement apply.
Following the shareholders’ decision, the IBC’s voluntary dissolution documents are filed with the Registrar. Once the dissolution takes effect, the company ceases its ordinary business activities.
After dissolution, a non-resident IBC may formally notify creditors of the deadlines for submitting claims. This procedure is optional for these offshore companies.
The IBC’s directors pay its debts from the company’s assets and distribute the remaining assets among shareholders. For an LLC, the liquidation procedure is governed by legislation and the members’ agreement.
01
An entrepreneur purchases goods in Asia and sells them to European distributors. A foreign company is needed to enter into contracts.
02
Registration of an IBC with one shareholder and preparation of documents to open a corporate account.
03
The entrepreneur registered an IBC, passed the bank’s due diligence checks and opened a corporate account for transactions with overseas counterparties.
01
Two partners plan to acquire assets jointly and want to agree on management and profit distribution arrangements in advance.
02
Formation of an LLC, with the agreed terms set out in the Operating Agreement and disclosure of the sources of the funds to be invested.
03
The partners registered an LLC and set out the arrangements for company management, investment decisions and profit distributions in the Operating Agreement.
For a preliminary assessment, please specify the business activities, ownership structure, countries and currencies involved in payments, and whether a corporate account is required. Offshore Pro Group’s experts will select a suitable service package and calculate the incorporation costs.
Yes. Foreigners can own 100% of an IBC’s shares or an LLC’s membership interests. No local partner is required.
Yes. Registration is handled through a registered agent without the need to visit the Republic in person.
Registration usually takes at least 4 business days. If additional information about the founders or beneficial owners is required, the overall registration time may increase.
There is no mandatory minimum paid-up capital for an IBC. In an LLC, members determine the amount of their contributions.
No. An IBC director or LLC manager can be a foreign national.
A local registered office address is sufficient for registration. However, certain activities require a physical presence in the Marshall Islands.
Yes. It can apply to a foreign bank or payment institution. The decision to open an account depends on the outcome of checks on the company’s activities and its owners.
Non-resident IBCs and LLCs do not file annual financial statements with the registry, but they must submit an Economic Substance Report every year, even if they have not conducted any business.
