Marshall Islands company formation for gambling-sector groups

Marshall Islands company formation at a glance

Entity type

Non-resident domestic corporation (often marketed as an IBC) or non-resident LLC; limited partnerships also available; DAO LLC through a separate regime

Governing law

Associations Law, Title 52 MIRC: Business Corporations Act (BCA) and Limited Liability Company Act 1996; Economic Substance Regulations 2018

Registry

Registrar of Corporations, administered by International Registries, Inc. (IRI); public search shows name, number, status and filed documents only

Minimum capital

None; standard authorized capital is 500 no-par shares or up to US$50,000 par value, and a one-time capitalization tax applies above that

Shareholders

One minimum; individuals or companies of any nationality; names not on a public register

Directors

At least one director and a secretary; any nationality, no residence requirement; TCMI does not supply nominee directors

Local resident requirement

None; an NRDE may not do business in the RMI

Registered agent/office

The Trust Company of the Marshall Islands, Inc. (TCMI) is the mandatory registered agent for NRDEs (BCA §20(2))

Corporate tax

0%: NRDEs are exempt from RMI corporate and income taxes and withholding (BCA §12)

UBO register

No public or central register; NRDEs keep records of 25%+ beneficial owners, attest annually to the Registrar and produce records to TCMI within 60 days on request

Accounts/audit

Accounting records must be kept for five years; no filing of accounts and no statutory audit

Time to incorporate

One business day at the Registrar once the agent's KYC is complete; about 2–5 business days in practice (indicative)

What the gambling regulator expects of the company

• There is no gambling regulator or license in the RMI: 31 MIRC §402 prohibits gaming by "any person, natural or corporate" within the Republic, with a narrow exemption for nonprofit bingo, raffles and cakewalks.
• An RMI company holds no gambling authorization of its own. To operate or supply games it needs a license from another jurisdiction, and it must keep servers, staff and operations outside the RMI.
• Kahnawake and Tobique accept a company incorporated in any jurisdiction, including the RMI, provided the full ownership and control structure up to the beneficial owners is disclosed and documented; opaque or shell structures are rejected, so RMI register confidentiality is no substitute for a documented ownership chart. Per its agent, Tuvalu also accepts foreign companies. Anjouan accepts foreign entities case by case.
• Licenses that require a local or EU/EEA licensee (Curaçao, Malta, Romania) cannot be issued to the RMI company itself; it can only sit above the licensee as a disclosed shareholder.
• Regulators require the full ownership chain to the ultimate beneficial owner. Confidential RMI registers do not change this, and an RMI layer usually adds questions on source of funds and tax residence.
• NRDEs may not act as virtual asset service providers (BCA §3(5)), so crypto custody or exchange functions of a gambling group cannot sit in the RMI company.

Which Marshall Islands entity to use

How to incorporate in Marshall Islands

1. Week 1

   Structure and tax review

   Decide the role of the RMI company (holding, IP, B2B or license applicant), where it will be managed and tax resident, and how CFC and dividend rules in the owners' countries apply.

2. Week 1

   KYC

   Collect certified IDs, address proofs and source-of-funds evidence for directors, officers and every 25%+ beneficial owner; the provider and TCMI run due diligence.

3. Days 1–5

   Incorporation

   Name check and filing of the articles of incorporation (or LLC certificate of formation) with the Registrar through TCMI; the certificate usually issues within one business day.

4. Week 2

   Organize the company

   Bylaws or operating agreement, director and officer appointments, share issue, share and beneficial-ownership registers, and the first annual attestation.

5. Weeks 2–3

   Certify and apostille

   Certificate of incumbency and an apostilled corporate set for banks, PSPs and the gambling regulator.

6. Parallel

   License and banking

   File the license application in the chosen jurisdiction and open accounts abroad; budget several weeks for banking.

Documents you will need

• Certified passport copy for each director, officer, shareholder and beneficial owner
• Proof of residential address issued within the last three months
• Professional or bank reference letter and CV
• Source-of-funds and source-of-wealth statement with evidence
• Corporate shareholder documents: certificate of incorporation, articles, registers and good standing
• Ownership chart to the ultimate beneficial owner (25%+ owners and anyone exercising control)
• Three proposed company names and a description of the intended business
• Evidence of tax residence outside the RMI, if the company will claim the economic-substance exemption

Tax

RMI corporate income tax (NRDE)

0%: exempt from corporate, income and withholding taxes (BCA §12)

RMI gambling tax

None, because gambling cannot be licensed in the RMI

Economic substance

Holding, IP, distribution and service centre and headquarters income must meet a substance test, unless the company proves tax residence outside the RMI; fines of up to US$50,000, then US$100,000, and possible dissolution

Where you are managed

A company effectively managed from Romania or another country is usually tax resident there (e.g. Romanian Fiscal Code, art. 7 pt. 18)

CFC rules

Low-taxed RMI profits can be taxed in the owners' or parent's country under CFC rules (in Romania, Fiscal Code art. 40^5, implementing ATAD)

Payments into the RMI

No tax treaties; dividends, royalties and service fees paid to an RMI company usually bear full withholding tax at source, and many participation exemptions do not apply to its dividends

Annual upkeep

Banking and payments

NRDEs cannot bank in the Marshall Islands in practice, so accounts are opened abroad with EMIs, international banks or gaming-friendly PSPs. Expect enhanced due diligence on a zero-tax entity with confidential registers and a 2019 and 2023 EU-list history, and expect gambling activity to narrow the choice further. Banks will ask for the license, the full ownership chain and evidence of where the company is managed and taxed.

How we prepare the underwriting file: payments and banking.

Mistakes to avoid

1. Assuming the company can run or host gambling from the RMI: gambling there is a felony and no license exists.
2. Ignoring where the board actually meets: management from Romania or another EU country makes the company tax resident there.
3. Using the RMI company to hide beneficial ownership: regulators, banks and PSPs require full disclosure, and TCMI can be compelled to produce records.
4. Missing the annual economic substance return or fee, which leads to penalties, suspension of agent services and annulment.
5. Holding high-risk IP (game IP bought from a group company) without real staff and control: it is very hard to pass the substance test without full-time staff living in the RMI.

Marshall Islands compared

Every formation jurisdiction side by side: company formation for gambling licenses. Licenses compared: gambling license jurisdictions. How we work: gambling consulting services.

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