Documents to Form a Marshall Islands Company: What to Submit

Documents Required to Incorporate in the Marshall Islands: An OverviewCopy link to section

Incorporating a company in the Marshall Islands rests on a short, predictable document set, and none of it requires you to set foot in the jurisdiction. For a non-resident owner, the standard vehicle is the Non-Resident Domestic Corporation, widely known as an International Business Company (IBC), formed under the Business Corporations Act. You can find the official filing channel through the RMI Corporate Registry, operated by International Registries, Inc. (IRI) on behalf of the government.

The paperwork falls into three groups: the constitutional documents that create the company, the corporate filing forms lodged with the Registrar, and the due-diligence records your registered agent collects on every director, shareholder, and beneficial owner. No financial statements, accounts, or audits are filed with the government for non-resident companies.

This article sets out exactly what each document is, who must provide it, and how it must be certified. It is written for foreign business owners and their advisers preparing to form an IBC from outside the country.

KYC and Due-Diligence Identity Documents for Directors, Shareholders and Beneficial OwnersCopy link to section

Your registered agent must collect a know-your-customer file on every director, shareholder, and ultimate beneficial owner before a company can be formed. These records are not filed with any public registry; they sit confidentially with the agent and are produced only on a lawful demand.

For each individual, the standard package is three items:

• A certified or notarised copy of a valid passport, with the notarisation dated within the last three months and supplied as a scanned copy.
• A short CV, résumé, or LinkedIn profile.
• A proof of residential address (covered in the next section).

Where a shareholder or director is a company rather than a person, the file expands. You must add the corporate entity's registration documents and a current extract from its home registrar, which may take the form of a business profile, a certificate of incumbency, or a certificate of good standing, valid within six months.

Corporate ownership chains are followed through to the individuals behind them. For a corporate participant, the agent verifies the company documents and then collects the same individual KYC proofs for every associated member.

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Proof of Address and Source-of-Funds DocumentationCopy link to section

Each person in the structure must prove where they live. A bank statement, utility bill, or equivalent document is acceptable, provided it shows the full name and a physical residential address in English and is dated within the last three months. A post office box will not be accepted, and the copy must be notarised.

Alongside the passport and address proof, your registered agent will ask for an explanation of your source of funds. This is an anti-money-laundering obligation that the licensed agent applies to all beneficial owners under international standards; there is no separately numbered government form for it.

A more detailed source-of-funds review arises again if you open a corporate bank account. Banking due diligence is a distinct step from incorporation, with its own documentary demands on beneficial owners and the origin of capital.

Company Name Reservation PaperworkCopy link to section

Reserving a name involves no separate paid form and no charge. You can clear a name through any IRI office by telephone, fax, or email, and hold it for up to six months ahead of formation. Submit two alternatives in case your first choice is unavailable.

Names may be in any language so long as Roman characters are used. The Registrar may ask for an English translation of a foreign-language name to confirm it is not restricted.

Every company name must close with an accepted suffix. The permitted endings include:

• Corporation (Corp.)
• Incorporation (Incorp.)
• Limited (Ltd.)
• PLC, AG, SA, SARL
• Berhad (Bhd), Proprietary (Pty)
• NV, BV

Certain words are off-limits without special status. A proposed name cannot include bank, insurance, trust, fund, foundation, chartered, partnership, establishment, loan, brokerage, airline, aviation, or any expression suggesting a government agency, church, or public charity.

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Constitutional Documents: Articles of Incorporation and BylawsCopy link to section

The Articles of Incorporation are the document that brings your company into existence. They are signed and acknowledged by the shareholders and lodged with a Registrar or Deputy Registrar of Corporations.

The articles must state the corporate name and set out the authorised shares: their number, value, types, and classes. They also carry provisions limiting the personal liability of directors and shareholders. The filing specifies whether shares carry a par value and, if so, the amount per share.

Bearer shares no longer exist. A 2019 amendment to the Business Corporations Act removed them entirely, so all shares are issued in registered form.

There is no minimum capital requirement. The common authorised capital is 500 shares of no par value, or a stated par value capital of up to USD 50,000; capital above that threshold attracts a higher capitalisation charge. You may express the authorised capital in any currency.

Bylaws govern the company's internal running. The incorporator may adopt bylaws, elect directors, and appoint officers as part of the organisational step at no extra cost. Note that a Marshall Islands LLC does not use Articles of Incorporation at all; it is formed with Articles of Organisation instead, which is a separate entity type.

The Incorporation Application and Supporting FormsCopy link to section

Formation requests must come from a professional. An attorney, accountant, or corporate service company files on your behalf through any IRI office, using a secure online form; an individual cannot lodge a filing directly.

To prepare the application, your filer needs:

1. The proposed company name (with an alternative).
2. The amount of registered capital.
3. Identity proof for each participant, being a passport for individuals or a certificate of incorporation for a corporate shareholder or director.
4. Address proof, such as a bank statement or utility bill.

The Articles of Incorporation carry the substantive detail the Registrar requires: company name, duration, purpose, registered address, the number of shares, and other prescribed particulars. Where a foreign investment business licence applies, the receipt for it is submitted as well.

Documents are filed electronically with IRI. Once a complete, compliant filing and the incorporation fee are received, the Registry issues the Certificate of Incorporation. The articles function as the primary statutory filing; no separately numbered government form has been identified in official materials.

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Registered Agent and Registered Office DocumentationCopy link to section

Every IBC must keep both a registered office and a registered agent inside the country, and the appointment paperwork forms part of your standard formation set. The default registered agent for non-resident domestic entities is The Trust Company of the Marshall Islands, Inc. (TCMI).

The agent's role is concrete: it maintains the registered office, accepts service of legal process, holds company records, and acts as the local point of contact for official correspondence. The appointment is made by board resolution, and any later change must be brought to the attention of the Registrar of Corporations.

This requirement is not optional. An IBC that fails to maintain a registered agent as required by the Business Corporations Act can be dissolved or have its authority to operate revoked. The registered office address itself is typically supplied as a service by the agent.

Declarations, Consents and Beneficial Ownership FilingsCopy link to section

The formation package includes signed consents. A Consent of Incorporator and individual Director Consents are standard, and each director and shareholder provides a signed consent and declaration.

Beneficial ownership is recorded but kept private. Under the Beneficial Ownership Regulations, 2023, the names of beneficial owners and directors are filed with the registered agent rather than a public registry, where they are held confidentially. There is no public register of ultimate beneficial owners in the jurisdiction.

Two further obligations may attach depending on what your company does. Records of directors, shareholders, and beneficial owners must be maintained and updated for production on demand. Separately, the Economic Substance Regulations introduced in 2018 require all non-resident domestic entities to file an annual economic substance report, with a heavier local-presence test for activities such as banking, insurance, and fund management.

Notarisation, Apostille, Certified Translation and Legalisation RequirementsCopy link to section

Certification rules differ by document. Your passport copy must be notarised within the last three months before it reaches the registered agent. Most incorporation documents may be executed electronically or with wet-ink signatures and scanned, depending on the step.

For documents that must be used abroad, the apostille is the relevant route. The Marshall Islands joined the Hague Convention on 18 November 1991, so its public documents qualify for the simplified apostille procedure and carry full legal effect across Convention member states.

The Certificate of Incorporation, Certificate of Good Standing, and Articles of Incorporation are commonly apostilled and couriered for use in your home country or banking jurisdiction. Apostille processing through the government adds roughly three to five business days.

If your documents are destined for a country outside the Convention, a certified translation from English may be needed, and translation can be arranged as an additional service. Charters can be notarised locally at the Attorney General's Office where that is required.

Documents Issued Back to You: Certificate of Incorporation and Corporate RecordsCopy link to section

The Certificate of Incorporation is the foundational document on which banking, contracts, and apostille all depend. The Registry issues it on receipt of a complete filing and the fee; a scanned copy is emailed to you, and the original is couriered where you need it.

Your completed corporate package contains a defined set of records:

Beyond the formation papers, you can later request a Certificate of Good Standing from the International Registry. It confirms the company has filed all required documentation and paid all government and registration fees, and is often demanded by banks and counterparties.

Two internal registers must be maintained at the registered office: a register of shareholders and a register of directors. Neither is filed with the authorities nor open to public inspection, and a public corporate search reveals only the company name, its date of existence, amendments, and any publicly filed documents.

ConclusionCopy link to section

Forming a Marshall Islands company is a document exercise rather than a presence exercise: assemble certified identity and address proofs, settle a compliant name, sign the constitutional and consent documents, and let a professional filer lodge them with the Registry. The financial privacy of the structure is real but conditional, since beneficial ownership data is held by your registered agent and produced to authorities when the law requires. Plan for the certification steps early, because notarisation windows and apostille turnaround drive most of the timeline. With the file complete, your Certificate of Incorporation and corporate records arrive ready for banking and trade.

How Expanship Can Help Your Business in the Marshall IslandsCopy link to section

Expanship prepares and reviews the full incorporation document set for your IBC, from KYC and source-of-funds files through to apostilled certificates, so each item meets the registered agent and Registry standard the first time. The same team handles the wider needs of a foreign-owned entity in the jurisdiction.

• Company incorporation and document preparation
• Registered agent and registered office in the Marshall Islands
• Tax registration and annual filings
• Ongoing compliance and economic substance reporting
• Accounting and bookkeeping support
• Introductions to banking partners

To start your incorporation or confirm current official fees, contact Expanship Marshall Islands.

Frequently Asked QuestionsCopy link to section