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Almost every Marshall Islands company owned from abroad is a non-resident domestic corporation (NRDC): a corporation under the Business Corporations Act 1990 that does no business inside the Republic. Its corporate law was modelled on Delaware’s, and where the Act is silent Delaware’s non-statutory law applies (section 13). Owners use it to hold ships and yachts on the Marshall Islands registry, to hold shares and other investments, and for business carried on entirely outside the islands.
Section 3(5) closes insurance, banking, trust services and virtual asset service provision to a non-resident corporation, and section 2(q) stops it from selling to residents, mining or practising a regulated profession in the Republic, exporting goods made there or holding land there. Anything else lawful is open to it.
| Form | What it is for | Registrar and registered agent |
|---|---|---|
| Non-resident domestic corporation | Vessel ownership, holding and international business; may issue registered or recorded bearer shares | Registrar for non-resident entities; The Trust Company of the Marshall Islands as agent by law |
| Resident domestic corporation | Business done inside the Republic; no bearer shares | Registrar for resident domestic and authorised foreign corporations |
| Limited liability company | Members wanting partnership-style allocation or management by managers; series LLCs possible | As for a non-resident corporation |
| DAO LLC | Decentralised autonomous organisations, since November 2022 | Registrar for resident entities; its own statutory agent |
| Foreign maritime entity | A company formed elsewhere that registers to own Marshall Islands vessels | Registrar for non-resident entities |
Partnerships and limited partnerships also exist. Requests reach the Registrar only through a qualified intermediary that checks the owners; the steps are on our page on Marshall Islands company formation.
| Item | Position for a non-resident entity |
|---|---|
| Corporate and income tax | None: section 12 exempts non-resident corporations, partnerships and LLCs notwithstanding the Income Tax Act 1989 or any later law |
| Withholding on distributions | None on dividends, interest, royalties or rents paid to another non-resident entity or to people who are neither citizens nor residents |
| Stamp duty, asset tax and exchange control | None; only the Registrar’s filing and annual charges apply |
| VAT and tax returns | No VAT and no corporate tax return for a non-resident corporation |
| DAO LLC with for-profit status | Gross revenue tax under the Income Tax Act, with a return filed at the annual renewal |
| Tax treaties | No comprehensive double tax treaty; about thirteen tax information exchange agreements |
The exemption covers Marshallese tax only; the owners’ own country decides how it treats the company and its profits. The special regime to watch is economic substance: under the Regulations of 2018, an entity earning income from a relevant activity, such as holding, financing and leasing, headquarters, distribution, intellectual property or shipping, must be directed and managed in the Republic with adequate staff, premises and spending there, subject to the exceptions in the FAQ below.
Owners, directors and officers may be of any nationality and live anywhere. A corporation needs at least one director and a secretary, one person may hold several offices, and companies may serve as directors and officers of a non-resident corporation. The one fixed local element is the registered agent, which for every non-resident entity is The Trust Company of the Marshall Islands, Inc. by statute (section 20(2)); a corporation left without it for a year can be dissolved. International Registries, which administers the programme, takes no new business from known parties resident in Iran, Syria, Cuba, North Korea or Crimea.
There is no public or central register of owners. The Registrar’s entity search shows the name, date of existence, amendments and filed documents, and the law requires no public filing of directors, officers or shareholders. Instead the corporation keeps its own record of the natural persons owning or controlling more than 25% of its shares or votes, updated at least yearly, and produces it to the registered agent within 60 days of a demand. Bearer shares remain lawful for non-resident corporations, but they carry rights only once their holders and beneficial owners are recorded with the registered agent, and unrecorded ones must be cancelled within 180 days.
Each anniversary brings the annual registration with the Registrar; a year in default leads to a notice and, 90 days later, dissolution. The same invoicing carries the attestations that the accounting, ownership and officer records are kept. Every non-resident entity also files an economic substance report through the Registrar’s online portal within 12 months of its anniversary, even in a year without relevant income; a missed report stops all filings and certificates for the entity and leads to annulment twelve months after the deadline. Records are kept for at least five years; no accounts, annual return or audit go to the Registrar.
Locally there are the Bank of the Marshall Islands and a Majuro branch of Bank of Guam, a US bank. The Act lets a non-resident corporation bank there without being treated as doing business in the Republic, yet neither bank publishes a route for non-resident companies, and the country has no entry in SWIFT’s IBAN registry. An account abroad, or with a payment platform that accepts Marshallese companies, is the alternative to check. Our offer page places most offshore jurisdictions among those where a company sold with an open account is not readily available; where an account does exist, it stays with the company after a share sale, and the bank reviews the new owners before keeping it, asking for more or closing it. See bank accounts for Marshall Islands companies.
A new corporation is the straightforward route: International Registries states that a company may be formed in one business day, and the tax exemption, the registered agent and the substance rules are exactly those of an older one. See Marshall Islands company formation.
A ready-made corporation brings an earlier date of existence, fixed by the Registrar’s endorsement and visible in the entity search, with its annual registrations and substance reports already on file. That counts where a financier, charterer or platform asks how long the company has existed, if every compliance certificate since is in order. Our page on shelf companies in the Marshall Islands sets out the checks, and our guide to offshore shelf companies compares other jurisdictions.
We form Marshall Islands corporations and LLCs and supply ready-made ones. We prepare the formation or transfer documents and the filings made through the registered agent, keep the ownership and director records in order, and help assemble the bank application. If we have a working contact at a bank that suits the company, we make the introduction; the bank alone decides.
Corporations, either non-resident domestic ones for business outside the islands or resident domestic ones for business inside them, limited liability companies including series LLCs, partnerships, limited partnerships and, since November 2022, DAO LLCs. A company formed elsewhere can register as a foreign maritime entity to own vessels, or move its domicile to the Marshall Islands and keep its original formation date.
In the usual sense, the non-resident corporation is one: it may not do business inside the Republic, pays no Marshallese tax under section 12 and files no names of owners publicly. It still has duties, including the annual registration, the yearly attestations and the economic substance report, and the Marshall Islands exchanges tax information under its agreements. Where the owners live and where the company is managed decide its tax elsewhere.
Both are formed under the same Business Corporations Act, and the Registrar marks the articles as one or the other at filing. A resident corporation does business inside the Republic, is registered by the Registrar for resident domestic and authorised foreign corporations and may not issue bearer shares. A non-resident corporation does business only outside, has The Trust Company as its registered agent by law and enjoys the section 12 tax exemption.
No comprehensive ones. The Marshall Islands has about thirteen tax information exchange agreements, with countries including Australia, Ireland, the Netherlands, New Zealand, the Nordic states, Korea and the United States, which create duties to share information but give no relief from tax. A Marshallese company therefore cannot claim reduced withholding rates abroad, and the EU directives do not apply to it either.
Only if it earns income from a relevant activity under the Economic Substance Regulations and is not managed and tax resident elsewhere. A company with no relevant income has no substance requirement for that period, one tax resident in another country can show this with objective evidence, and a pure equity holding company faces a reduced test. Every non-resident entity still files the annual economic substance report, whatever its position.
Planning a Marshall Islands company for a vessel, a holding or international trade? Tell us what it will do and who will own it, and we will tell you what a new or a ready-made corporation would involve. Write through our contact page or on Telegram or WhatsApp at +48 663 247 166.