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Marshall Islands company formation nearly always means a non-resident domestic corporation, or NRDC: a corporation formed under the Business Corporations Act 1990 that does not do business inside the Republic. International Registries, which administers the programme for the Registrar, calls it an IBC. The Act follows Delaware, and section 13 adopts Delaware’s non-statutory law wherever the Act is silent. The Associations Law also offers an LLC, partnerships and, since November 2022, a route for decentralised autonomous organisations.
| Form | Statute | Main features | Registered agent |
|---|---|---|---|
| Non-resident domestic corporation | Business Corporations Act 1990 | Shares, a board of one or more directors and a secretary | The Trust Company of the Marshall Islands |
| Limited liability company | Limited Liability Company Act of 1996 | Members, optional managers, series LLC (section 79); names of members and managers need not be filed | The Trust Company of the Marshall Islands |
| DAO LLC | Decentralized Autonomous Organization Act 2022 | An LLC run partly through smart contracts, filed with the Registrar for resident entities; members holding 25% or more reported at formation and every year (section 712) | MIDAO Directory Services, Inc. |
| Partnership or limited partnership | Revised Partnership Act, Limited Partnership Act | General partners, with limited partners in an LP | The Trust Company of the Marshall Islands |
An NRDC may pursue any lawful purpose except insurance, banking, trust services and operating as a virtual asset service provider (section 3(5)). It may not trade goods or services with residents of the Republic, work in extractive industry or a regulated profession there, export goods made there or own land there (section 2(q)).
| Requirement | Rule | Source |
|---|---|---|
| Incorporator | Any person or company, wherever resident or incorporated | Section 25 |
| Who submits the request | A qualified intermediary bound to carry out due diligence: a lawyer, accountant, corporate service company or qualified shipping company | International Registries |
| Registered agent | The Trust Company of the Marshall Islands, Inc. for every non-resident entity, with no alternative | Section 20(2) |
| Directors | One or more, of any nationality, need not reside in the Republic or hold shares; a company may be a director | Sections 49 and 50 |
| Officers | A secretary is compulsory; officers may be companies, need not be resident, and one person may hold several offices | Section 62 |
| Name | Corporation, Incorporated, Company, Limited, an abbreviation or another ending that shows a corporation; Roman characters | Section 26 |
| Shares | Registered or bearer, par or no par value, in any currency; no statutory minimum capital | Sections 41 and 42 |
| Standard share structure | 500 shares without par value, or par value shares up to 50,000 US dollars; a one-time capitalisation tax applies above that | International Registries |
| Articles of incorporation | Must carry the statement that the corporation will keep and produce accounting, shareholder, beneficial owner, director and officer records | Section 28(l) |
Nobody needs to fly to Majuro. An acknowledgment needs only the signature over a printed name and title, with no notary (section 5(4)(b)), and digitally signed instruments can be filed (Digital Signature Regulations 2024). As a matter of corporate policy, International Registries takes on no new business, company formation included, with known parties resident in Iran, Syria, Cuba, North Korea or the Crimea region.
The Registrar’s Entity Search is public but thin by design. International Registries explains that a search reveals the corporation’s name, its date of existence, amendments and any other publicly filed document, and that Marshallese law does not require the names of directors, officers or shareholders to be filed in any public registry. Where a bank or counterparty wants official confirmation of who runs the corporation, a certificate of incumbency can be recorded with the Registrar.
Ownership is recorded inside the corporation instead. Unless publicly traded, it keeps an up-to-date record of each natural person owning or controlling more than 25% of the shares or votes, directly or indirectly, or else whoever controls it by other means, or else the senior managing official (section 80(3)(f); Beneficial Ownership Regulations 2023). It meets the duty by asking shareholders in writing at least once a year, and they must answer (section 80(3)(d) and (e)). The Trust Company may demand the records for its audit work or on a valid government request, and they must reach it within 60 days (section 80(3)(g) and (6)).
Section 12 of the Business Corporations Act exempts non-resident domestic corporations, partnerships and LLCs from corporate tax, income tax, withholding tax on their revenues, asset tax, tax reporting on their revenues, stamp duty and exchange controls, notwithstanding the Income Tax Act 1989 or any later tax law. Dividends, interest, royalties and other payments it makes to another non-resident entity, or to people who are neither citizens nor residents of the Republic, are exempt from Marshallese tax and withholding. Section 70(3) of the LLC Act extends the exemption to non-resident LLCs, so there is no Marshallese tax return to file.
Two limits apply. A DAO LLC that elects for-profit status pays the gross revenue tax of the Income Tax Act, a fixed sum on the first band and 3% on revenue above it (DAO Act section 703(3)). And the Marshall Islands has no comprehensive double tax treaty, only tax information exchange agreements, so the exemption says nothing about tax where the owners live or the company is managed.
The Economic Substance Regulations 2018 apply to financial periods beginning on or after 1 January 2019. They bite only where a relevant entity earns income from a relevant activity: distribution and service centre, financing and leasing, fund management, headquarters, holding company, intellectual property or shipping business (banking and insurance are listed too, but closed to NRDCs). Such an entity must be directed and managed in the Republic, with adequate staff, premises and spending there, and carry out its core income-generating activity there (section 4). A pure equity holding company faces a reduced test, which the Registrar’s guidance says it may meet by keeping its registered agent and complying with the Associations Law.
Two exits matter in practice. An entity managed and controlled abroad and tax resident in another country is not a relevant entity once it gives the Registrar objective evidence, such as a tax residence certificate. And an entity with no income from a relevant activity needs no substance for that period. Neither is excused from the annual report, filed through the Registrar’s online portal within 12 months of the anniversary date.
| Duty | When | Rule |
|---|---|---|
| Annual registration with the Registrar | Each anniversary; a year in default brings a 90-day notice, then revocation and dissolution | Sections 9 and 104 |
| Attestation that accounting, ownership and director records are kept | On formation and every year, through the Registrar’s invoicing | Sections 80(1), 80(3)(g) and 83(1) |
| Economic substance report | Within 12 months of the anniversary date | Economic Substance Regulations 2018 |
| Written request to shareholders for ownership details | At least once a year | Section 80(3)(d) |
| Keeping records | Five years minimum, even after dissolution | Section 80(5) |
| Producing records to The Trust Company | Within 60 days of a demand | Section 80(6) |
No financial statements or annual return go to the Registrar, and the Act imposes no audit. Missing the economic substance report has the widest consequences: the Registrar suspends every filing and certificate for the entity until the report is made, and annuls it twelve months after the deadline.
Marshallese corporations and LLCs count as citizens or nationals eligible to own vessels on the Marshall Islands registry under section 203 of the Maritime Act, and keeping a vessel registered there is not doing business in the Republic (section 2(q)(xi)). A Marshall Islands company for yacht registration can therefore be an ordinary NRDC or LLC. A company formed elsewhere can instead register as a foreign maritime entity under section 119.
An existing foreign company can also become Marshallese without being wound up: under section 127 it files articles of domestication and new articles of incorporation, and keeps its original date of formation. A Marshallese corporation can leave the same way where the destination allows it, keeping a registered agent in the Republic for three years afterwards (section 128).
With incorporation possible within a business day, a shelf corporation is no shortcut here. What it offers is an earlier date of existence, visible on the entity search, which helps where a lender, charterer, tender or platform asks how long the company has existed. Tax, agent and substance rules are identical. Purchase steps and checks are on our page about buying a shelf company in the Marshall Islands, and our guide to aged shelf companies explains what company age proves and what it does not.
We can form a new Marshall Islands corporation or LLC or supply a ready-made one, prepare the formation or transfer documents and the filings made through the registered agent, help prepare the bank application and, where we have a working contact at a suitable bank, make an introduction while the bank alone decides. Neither bank in Majuro publishes a route for non-resident companies; see our page on bank accounts for Marshall Islands companies. The country as a whole is covered on our Marshall Islands page.
Through an intermediary: International Registries accepts formation requests only from lawyers, accountants, corporate service companies or qualified shipping companies that carry out due diligence on the owners. You choose a name and share structure, the articles are filed with the Registrar or a Deputy Registrar, and the incorporator appoints your directors and officers. The Trust Company of the Marshall Islands becomes the registered agent by law.
No. Directors and officers may be of any nationality and need not reside in the Republic, and a company may act as director or officer of a non-resident corporation. One director is enough, plus a secretary, and one person can hold both posts. Shareholders face no residence condition either. The only fixed local element is the registered agent, The Trust Company of the Marshall Islands.
The Business Corporations Act sets none, and nothing has to be paid in at incorporation. The standard structure International Registries uses is 500 shares without par value, or par value shares totalling up to 50,000 US dollars in any currency. Authorising more than that triggers a one-time capitalisation tax, either at formation or on a later amendment that raises the authorised shares.
Yes. The Entity Search on the International Registries website returns, in real time, a corporation’s name, date of existence, amendments and other publicly filed documents. It will not list directors, officers or shareholders, whose names need not be filed publicly. Each entity also has an entity number, which it uses with a PIN sent alongside its annual invoice to file the economic substance report.
Yes. Marshallese corporations and LLCs are eligible owners of vessels and yachts on the Marshall Islands registry, which vets the owning company and identifies natural persons holding 25% or more. Owning, operating or chartering a private yacht used for pleasure is not shipping business under the Registrar’s economic substance guidance, so it brings no substance test, although the annual report is still filed.
For corporate law built on Delaware with Delaware case law filling the gaps, a statutory exemption from Marshallese taxes and stamp duty, no public list of directors or shareholders, formation within a business day according to International Registries, and a corporation able to own vessels on the Marshall Islands registry. Weigh against that the absence of tax treaties, the yearly substance report and the difficulty of opening a local account.
Planning a Marshall Islands corporation or LLC? Tell us the activity, who will own it and whether bearer shares or a vessel are involved, and we will set out what the formation would need. Write through our contact page or message us on Telegram or WhatsApp at +48 663 247 166.