The Republic of the Marshall Islands has no single companies house. Its register is the body of filings and the statutory name index kept under Title 52 of the Marshall Islands Revised Code, the Associations Law, which contains four parts: the Business Corporations Act, the Revised Partnership Act, the Limited Partnership Act and the Limited Liability Company Act.

The company registry in the Marshall Islands

One structural fact governs everything else: there are two Registrars of Corporations, created by section 4 of the Business Corporations Act. One is appointed by Cabinet and is responsible for resident domestic and authorised foreign corporations. The other is responsible for non-resident corporations, partnerships, limited partnerships, limited liability companies, unincorporated associations, foreign maritime entities and the name index — and the statute names the office-holder directly: it shall be the Trust Company of the Marshall Islands, Inc., which may appoint deputy registrars outside the country. This is a statutory appointment, not a contractual delegation.

International Registries, Inc. is not the Registrar. It provides administrative and technical support to the maritime and corporate registries and publishes the Registrar’s consolidations and regulations; those publications carry the imprint of the Registrar of Corporations together with a disclaimer that they are not the official government codification. Treat them as authoritative publications of the Registrar rather than as the codified law.

The distinction that defines the jurisdiction is resident versus non-resident domestic entities. Both are domestic, meaning formed in the Marshall Islands; the divide is activity within the country. A non-resident entity does not do business in the Republic, and the Act sets out safe harbours — administrative offices, resident officers or directors, bank accounts, professional services, records, shareholder meetings and a registered agent do not amount to doing business. Non-resident entities are barred from retail and wholesale trade with residents, extractive industries, regulated professional services, exporting domestically manufactured commodities and owning real property, and since a 2020 amendment also from banking, insurance and operating as a virtual asset service provider. They are exempt from corporate, income and asset tax, stamp duty and exchange controls. Record-keeping also differs: a resident domestic corporation must keep its accounting records, minutes and shareholder records in the Republic; a non-resident one need not, but must produce them to its registered agent on demand.

The last substantive amendment to the Associations Law is the December 2020 one introducing the virtual-asset prohibition. Post-2020 change comes by regulation rather than statute, using the Registrar’s rule-making power, which gives regulations the force of law: the Economic Substance Regulations 2018, in force from 1 January 2019; the Shareholder Meeting Regulations 2020; the Beneficial Ownership Regulations 2023, in force 7 December 2023; and the Digital Signature Regulations 2024. A version trap worth knowing: the parliamentary portal’s consolidations of the partnership, limited partnership and LLC parts have not been updated to show the 2020 amendment, while the Registrar’s own December 2020 volume has.

Filing is not self-service. A formation request must be made through a qualified intermediary who performs due diligence — lawyers, accountants, corporate service companies or qualified shipping companies. Formation is same-day. Searching, by contrast, is free and open. There are no annual filings: the annual obligations are the registration fee and a statutory attestation.

Registration numbers are plain six-digit sequential numbers allocated from per-type blocks — corporations, foreign maritime entities, partnerships and limited liability companies each drawing from their own range. There is no year encoding and no check digit.

There is no national business-names or sole-trader register. The nearest analogue is a different register entirely: under the Foreign Investment Business License Act the Secretary of Finance is the Registrar for Foreign Investment and must maintain a register of foreign investment which the Act declares a public document, though no online interface to it could be found.

Legal forms that can be registered in the Marshall Islands

None of the four statutes sets any minimum share capital or minimum contribution.

  • Business corporation — created by filing articles of incorporation, with existence beginning on filing. Shareholder liability is limited to capital invested. The standard vehicle for ship-owning special purpose companies, holding securities and bank accounts, joint ventures and international trade.
  • Limited liability company — created by a certificate of formation, with the operating agreement not filed. Members are shielded beyond their capital investment. Used for venture capital, real estate and technology investment and parent-subsidiary structures, with flexible allocation of gains and losses.
  • Series LLC — a limited liability company whose series are ring-fenced from one another, allowing multiple asset pools inside a single entity.
  • General partnership — created by a certificate of partnership existence. Partners are jointly and severally liable for all obligations, so personal assets are exposed. Chosen where flexibility matters more than limited liability.
  • Limited partnership — created by a certificate executed by every general partner. Limited partners are liable only to their contributions; general partners are personally liable. The standard fund and passive-investor vehicle.
  • Foreign maritime entity — registration of an entity formed under foreign law so that it may own or operate a Marshall Islands-flagged vessel. Liability follows the entity’s home law; the registration confers capacity only.
  • Foreign entity authorisation — the qualification route for a foreign entity that genuinely wants to do business in the Republic.
  • Redomiciliation in — by articles of domestication for corporations, or the equivalent certificate of domestication for partnerships, limited partnerships and limited liability companies. The original date of existence and the name are preserved and no new entity is created.
  • Redomiciliation out — by a certificate of transfer, with a three-year registered agent appointment maintained.
  • Merger, consolidation and conversion — including conversions between corporation, partnership, limited partnership and limited liability company, and cross-border mergers.
  • DAO LLC — created by the Decentralized Autonomous Organization Act 2022. It is a resident domestic limited liability company only, its name must include “DAO LLC”, it uses a designated statutory registered agent, and it is administered by the resident Registrar.

A widespread error worth correcting: the Marshall Islands has no limited liability partnership. The only mention of a registered limited liability partnership in the whole Associations Law is a description of a foreign entity type eligible to domesticate into the Republic as an LLC.

Outside the corporate register: trusts, where registration is optional and handled by a separate registrar, with trust records not public and non-criminal trust proceedings heard in camera; non-profit entities and cooperatives, registered on the resident side under their own statutes; state-owned enterprises; banks and virtual asset service providers, licensed by the Banking Commissioner, whose Act also establishes the financial intelligence unit and brings trust and company service providers within its scope; foreign investment, under the Secretary of Finance; and vessels and yachts, in a wholly separate registry run by the Maritime Administrator. That maritime register is why the corporate register has the shape it does: vessel ownership is restricted to citizens and nationals, a category that includes Marshall Islands corporations, limited liability companies, partnerships and limited partnerships, with the foreign maritime entity as the alternative for a foreign-law owner.

Public and restricted data in the Marshall Islands register

The free public entity search covers non-resident domestic entities and foreign maritime entities only. Searches against resident-side entities return nothing, and there is no public online register of resident domestic corporations, DAO LLCs, non-profits or cooperatives.

What the search returns is short and precise: entity number, entity name, entity type, status, existence date, annulment date, dissolution date, and the registered agent’s name and address — in practice always the statutory Registrar-agent. A free one-page “Non-Resident Entity Report” can be generated, carrying the same fields and a printed warning that it is not a statement of good standing.

Directors, shareholders, members, managers and beneficial owners are never visible, because they are never filed. The Registrar’s own guidance states that under Marshall Islands law there is no requirement for the names of corporate officers, directors or shareholders to be filed in any public registry, so that information remains confidential; for limited liability companies, disclosure of the operating agreement and of members or managers is voluntary. Bearer shares remain lawful, subject to recordation with the registered agent. Access to the substance of filings is by certified copy from the Registrar rather than by browsing; there is no general open-inspection provision in the Associations Law.

On beneficial ownership, the position must be stated exactly because it is widely misreported. There is no central beneficial ownership register and no public element whatsoever. The information is held by the entity itself and produced to the registered agent on demand. Every domestic entity other than a publicly traded company must use all reasonable efforts to obtain and maintain an up-to-date record of the names and addresses of all beneficial owners, under provisions introduced in 2017 and refined by the Beneficial Ownership Regulations 2023. Only a natural person can be an ultimate beneficial owner; the threshold is more than 25 per cent of shares, interests or voting rights, direct or indirect, cascading to control by other means and then to the senior managing official. Access is confined to the registered agent for audit purposes or a valid governmental request, and to the finance minister acting under the tax information exchange legislation.

What the Registrar actually receives is an attestation, not the data: on formation and annually thereafter, every non-resident domestic entity except a publicly traded company must attest that its accounting records, shareholder and beneficial owner records and list of current directors and executive officers are being maintained — or that they are not. Failure or a false attestation can bring a fine, revocation of the articles and dissolution. The one exception where beneficial ownership data is genuinely filed is the DAO LLC, which must deliver a beneficial owner information report at formation and with each annual report, giving each owner’s name, date of birth, address, passport number and the addresses and blockchains of all wallets. Whether that report is public or confidential could not be confirmed: the Act contains no confidentiality section, and the 2024 regulations are published only as an image-only file.

Economic substance applies to all non-resident domestic entities and foreign maritime entities, for financial periods from 1 January 2019. The relevant activities are distribution and service centre, financing and leasing, fund management, headquarters, holding company, intellectual property, shipping, banking and insurance. The test is direction and management in the Republic, adequate qualified employees, physical presence and expenditure, and core income-generating activities carried on there, with a reduced test for pure equity holding companies and a presumption of failure for high-risk intellectual property business. What is reported annually through the online portal is the business type, the amount and type of gross income, expenses and assets, premises, employee numbers and evidence that core activities were conducted in the Republic. It is expressly not public: the regulations impose confidentiality on the Registrar and everyone acting for it, and provide only for spontaneous exchange with competent authorities in defined cases.

Financial statements are not filed and not public. A company must keep reliable and complete accounting records sufficient to allow financial statements to be prepared, but there is no filing obligation and no audit requirement. The annual report provision is a private shareholder right, not a public filing: a shareholder of six months’ standing or a holder of at least five per cent of a class may require a balance sheet and profit and loss statement for the preceding year.

Documents that can be obtained from the register

  • Certificate of Goodstanding — the principal certificate, confirming the entity exists and is in good standing, available in hard copy and as an electronic certificate. From May 2026 the hard copy was redesigned with a grey watermark of the national seal, the deputy registrar’s signature and issuance details, and a unique tracking number enabling online verification. Used for banking, ship finance and closings. Note that “good standing” appears nowhere in the Associations Law: this is an administrative certificate resting on the Registrar’s evidentiary power.
  • Certificate of Economic Substance Reporting Compliance — evidencing that the entity has met its economic substance filing obligation, verifiable by tracking number.
  • Certified copies of filed documents — the Registrar’s endorsement constitutes a certificate that the document is a true copy of the instrument filed and that it was filed on the stated date, and such certificates are prima facie evidence in all courts, public offices and official bodies. This is the standard route to articles of incorporation, amendments, mergers and dissolutions.
  • Non-Resident Entity Report — the free report generated by the public search, expressly not a statement of good standing.
  • Filed constitutive documents — articles of incorporation, amendments, bylaws, minutes and dissolution for corporations; certificate of formation, amendment and cancellation for limited liability companies; certificates of limited partnership and of partnership existence, with restated certificates and certificates of correction.
  • Articles of Domestication and the equivalent partnership, limited partnership and limited liability company certificates of domestication — evidencing redomiciliation in.
  • Certificate of Transfer — evidencing continuation out; the Registrar retains it with the entity’s public record and issues certified copies on request.
  • Recorded documents — a Certificate of Incumbency, recorded bylaws or limited liability company agreement, recorded powers of attorney, recorded minutes and recorded financial records. Recording lodges a document with the Registrar without making it a required filing.
  • Apostille and legalisation — offered as documentation services for documents destined abroad, though the Republic’s convention status and the competent authority could not be confirmed on a government source.
  • Corporate charter — on the resident side only, which the Cabinet may cause to issue as prima facie evidence of incorporation.

Several assumed documents do not exist. There is no certificate of incorporation for a non-resident domestic corporation: existence begins on filing the articles, and the endorsement is conclusive evidence that all conditions precedent were met, so the proof of incorporation is the endorsed, certified duplicate of the articles. There is no certificate of continuation — the instruments are articles of domestication inward and a certificate of transfer outward. There is no annual return or annual report filed with the Registrar for non-resident entities, only the fee and the attestation. And there is no certificate of directors or register-of-directors extract, because directors are never filed.

Frequently Asked Questions

Who is the Registrar of Corporations in the Marshall Islands?

There are two. A Cabinet-appointed Registrar for resident domestic and authorised foreign corporations, and, by statute, the Trust Company of the Marshall Islands, Inc. for non-resident entities and foreign maritime entities.

What is the difference between a resident and a non-resident domestic entity?

Both are formed in the Marshall Islands. A non-resident entity does not do business in the Republic, is barred from certain sectors and is exempt from local taxes; a resident entity does business there and must keep its records in the country.

Are directors and shareholders public in the Marshall Islands?

No, and they are never filed. The public search returns only the entity number, name, type, status, key dates and the registered agent.

Does the Marshall Islands have a beneficial ownership register?

No central register and no public access. Entities keep the information themselves and produce it to the registered agent on demand; the Registrar receives only an annual attestation that the records exist.

Is there a minimum share capital?

No. None of the four statutes sets a minimum share capital or minimum contribution.

Does the Marshall Islands issue a certificate of incorporation?

Not for non-resident domestic corporations. Existence begins on filing the articles of incorporation, and the endorsed certified duplicate of the articles is the proof of incorporation. The Certificate of Goodstanding is the certificate most often requested.

Do economic substance requirements apply?

Yes, to all non-resident domestic entities and foreign maritime entities since 2019, reported annually. The returns are expressly confidential and are not publicly available.

Sources

Keywords

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