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Private limited company

Corporation (national charter, Title 36 FSM Code)Micronesia

What it takes to form, own and run a private limited company in Micronesia, and how its profit is taxed. Each figure links to the page it was read from.

This company type

At a glance

Owners' liability
Limited to what the owners put in
Officialfsmlaw.orgRead 25 Oct 2026
Quote
Unless otherwise provided in the articles of incorporation a shareholder of a corporation is not personally liable for the acts or debts of the corporation except that such shareholder may become personally liable by reason of such shareholder’s own acts or conduct.
Owners
Not stated

The registry’s and the law’s own pages do not mention it.

Directors
At least 1
Officialfsmlaw.orgRead 25 Oct 2026
Quote
A board of directors must consist of one or more individuals, with the number specified in or fixed in accordance with the articles of incorporation or bylaws.
Minimum capital
Not stated

The registry’s and the law’s own pages do not mention it.

Formation fee
100 (currency not stated by the source)
Officialfsmlaw.orgRead 25 Oct 2026
Quote
(a) Articles of Incorporation, $100;
Tax on profit
Varies · 0–3%
Officialfsmlaw.orgRead 14 Oct 2026
Quote
a tax of three percent per year upon that portion of the amount of gross revenues earned by every business
Notary needed: NoResident director needed: No

Form it

Who registers it

Registry
Formed without visiting
Not stated

The registry’s and the law’s own pages do not mention it.

Formed online
Not in our records

What it takes to form

A notary
Not required
A resident director
Not required
Paying up the capital
No paid-up minimum is stated. The board may issue shares for any tangible or intangible property or benefit, including cash, promissory notes and services, once it determines the consideration is adequate; that determination is conclusive for whether the shares are validly issued and fully paid (s.139(2)-(3), P.L. 20-35).
Official fsmlaw.org read 25 Oct 2026
Quote
The board of directors may authorize shares to be issued for consideration consisting of any tangible or intangible property or benefit to the corporation, including cash, promissory notes, services performed, contracts for services to be performed, or other securities of the corporation.

Own it

Who may own and run it

Directors
At least 1
Official fsmlaw.org read 25 Oct 2026
Quote
A board of directors must consist of one or more individuals, with the number specified in or fixed in accordance with the articles of incorporation or bylaws.
Shareholders
Not stated

The registry’s and the law’s own pages do not mention it.

Members
Not stated

The registry’s and the law’s own pages do not mention it.

A local company secretary
Not required
Official fsmlaw.org read 25 Oct 2026
Quote
A corporation has the officers described in its articles of incorporation or bylaws or appointed by the board of directors in accordance with the bylaws.
A local registered agent
Required
Official fsmlaw.org read 25 Oct 2026
Quote
Each corporation shall continuously maintain in the Federated States of Micronesia: (1) A registered office that may be the same as any of its places of business; and (2) A registered agent, who may be:

Each year, at the registry

Annual registry fee
25 (currency not stated by the source)
Official fsmlaw.org read 25 Oct 2026
Quote
The following fees shall be paid to the Registrar upon the filing of corporate documents:
Accounts on the public record
No
Official fsmlaw.org read 25 Oct 2026
Quote
shall deliver to the Registrar for filing an annual report that sets forth:
Audit for a small company
Not stated

The registry’s and the law’s own pages do not mention it.

Audit
Not in our records

Important dates

When each obligation falls due, as the authority states it.

Not in our records No dates for the Corporation (national charter, Title 36 FSM Code) are in our records.

What is public

Not in our records What the register shows the public is not in our records for the Corporation (national charter, Title 36 FSM Code).

Tax

Tax on profit

How this company type is taxed, which can differ from its place’s headline rate.

Varies · 0–3%

FSMC 54 s.141: no profit tax is stated on the pages read; the national tax on a business is a gross-revenue tax: USD 80 a year on the first USD 10,000 of gross revenue, 3% on the excess, nothing for a business with gross revenue of USD 2,000 or less. The tax is on gross revenue, not profit.

Official fsmlaw.org read 14 Oct 2026
Quote
a tax of three percent per year upon that portion of the amount of gross revenues earned by every business
CFC rules in Micronesia
Not in our records

Close it

Closing it

The other end, which most guides leave out.

Route
Dissolution: articles of dissolution filed with the Registrar after the shareholders approve a board proposal (ss.257-258), or by a majority of the incorporators or initial directors where no shares have been issued or business has not begun (s.256); or conversion into a foreign entity (s.216(1)). All under P.L. 20-35.
Official fsmlaw.org read 25 Oct 2026
Quote
A corporation’s board of directors may propose dissolution for submission to the shareholders.
Statutory fee
25 (currency not stated by the source)
Official fsmlaw.org read 25 Oct 2026
Quote
The following fees shall be paid to the Registrar upon the filing of corporate documents:

Every business in Micronesia

VAT

VAT or sales tax
None levied

At national level the Federated States of Micronesia levies no VAT or GST. The Department of Finance and Administration's Title 54: Taxation and Customs materials, listed on its legislation page, cover the Duties & Customs Act, exchange of tax information, the corporate income tax regime, penalties, customs regulations, revenue administration and the taxation of wages, salaries and gross revenues — with no consumption tax among them. The record is the national position only; the four states' own revenue taxes sit outside the national pages read.

Official dofa.gov.fm read 22 Oct 2026
Quote
Duties & Customs Act ... FSMCode Taxation of Wages Salaries Gross Revenues

Payment and banking services

None of the services whose lists we hold names Micronesia. Each provider, and what a listing means.

Reference

Its name and code

Kind
Private limited company
Derived our grouping, the same words in every country
Name in law
Corporation (national charter, Title 36 FSM Code)
Identifier
FM-CORPORATION
A form ISO 20275 does not list.