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A shelf company in Marshall Islands, also offered as a ready-made or off-the-shelf company, is a non-resident domestic corporation incorporated under the Business Corporations Act 1990 and then left unused until a buyer takes it over. International Registries describes Marshallese shelf companies as ready-made, never-used corporations, and the Registrar’s website carries a searchable shelf company database. What the buyer acquires is the same corporation a founder would register new: Delaware-based corporate law, The Trust Company of the Marshall Islands as registered agent and the statutory exemption from Marshallese tax. The difference is its date of existence, fixed conclusively by the Registrar’s endorsement when the articles were filed (section 31).
If that date does not matter to you, a new corporation is the simpler choice, and International Registries says one can be incorporated within a business day; see our page on Marshall Islands company formation.
| Item | After the purchase |
|---|---|
| Date of existence and entity number | Unchanged; the entity search keeps showing the original date |
| Registered agent | Unchanged and not open to choice: by law the agent of every non-resident corporation is The Trust Company (section 20(2)) |
| Name | Kept, or changed by articles of amendment approved by a majority of the voting shares and filed with the Registrar (sections 88 and 90) |
| Articles and bylaws | Kept, or amended after the purchase |
| Registered shares | Entered in your name in the share register with the date you became holder (section 80(3)(a)) |
| Bearer shares, if any were issued | Pass by delivery but confer no rights until the transfer is recorded with The Trust Company (sections 42(2) and 80(3)(c)) |
| Directors and officers | The seller’s appointees resign; your directors are elected by the shareholders and the board appoints the secretary and any other officers (sections 51, 62 and 67) |
| Beneficial ownership record | Rewritten with your details and covered by the next annual attestation (section 80(3)) |
| Tax position | The same section 12 exemption as a corporation formed today |
| Trading record, licences, bank account | None: a never-used corporation has none of them |
The Act prescribes no special form for a sale of shares: no notarial deed, no stamp duty (section 12 exempts non-resident entities from it) and no public filing. In practice the seller signs a share transfer, the old certificate is surrendered and a new one is issued in your name, signed by an officer or director (section 42(1)); any restriction on transfer must be noted on the certificate itself (section 36(3)). Marshallese law does not require shareholders, directors or officers to be named in any public registry, so the change of ownership leaves the entity search exactly as it was.
| Step | What happens | Rule |
|---|---|---|
| 1. Check the corporation | Entity search, certificate of good standing, economic substance compliance certificates | Registrar’s records |
| 2. Client checks | Identity, address and source of funds of the buyers and the incoming directors | Intermediary due diligence |
| 3. Share transfer | Transfer signed, certificate reissued, share register updated | Sections 42 and 80(3)(a) |
| 4. Board | Resignations, then your directors elected by written consent of all voting shareholders | Sections 51 and 67 |
| 5. Officers | The new board appoints a secretary and any other officers | Section 62 |
| 6. Ownership record | New beneficial owners entered; any bearer share transfer recorded with The Trust Company | Section 80(3)(b) and (c) |
| 7. Change of name, if wanted | Articles of amendment filed with the Registrar | Section 90 |
A shelf corporation is worth its date only if every year since then has been kept in order, and the Registrar’s rules make lapses visible. If the annual registration falls a year into arrears, or the corporation is left without its registered agent for a year, the Registrar sends a notice and, after 90 days, revokes the articles and dissolves the corporation by proclamation (section 104). Reinstatement is possible, but only once arrears to the Republic and to the registered agent are settled. Before signing, ask for:
The substance reports deserve the closest look. When one is missed, the Registrar suspends all corporate services for the entity, so no document is filed, issued or recorded until the report is made, and twelve months after the deadline it annuls the entity. A seller unable to produce the compliance certificates may be offering a corporation that cannot even file your change of name.
The reason is the date. A counterparty, financier, charterer or platform that asks how long a company has existed can read the date of existence on the Registrar’s entity search, and an existing corporation arrives with its annual registrations and substance reports already on file. Once your directors are in office the corporation can sign as owner in a vessel purchase: Marshallese corporations are eligible owners on the Marshall Islands registry, and at registration the Maritime Administrator vets the owning company and identifies every natural person holding 25% or more.
It brings little else. A Marshallese shelf company pays no less tax than a new one, its registered agent is the same, its economic substance position depends on what it does and where it is managed and tax resident rather than on age, and the confidentiality of names is identical. It has no trading record, no accounts on any public file and no licence, and since International Registries puts a new incorporation at one business day, speed is seldom the argument. Our guide to off-the-shelf companies compares the two routes in general terms.
Our page on shelf companies with bank accounts places most offshore jurisdictions among those where a company sold with an account already open is not readily available. If a Marshallese corporation you buy does hold an account anywhere, the account belongs to the corporation and stays with it after the share transfer, but the bank re-examines the new owners, directors and signatories and may keep the account, ask for more or close it. A local account is a separate question: the Act lets a non-resident corporation bank with institutions licensed in the Republic without being treated as doing business there, yet neither the Bank of the Marshall Islands nor the Majuro branch of Bank of Guam publishes a route for non-resident companies. Our page on bank accounts for Marshall Islands companies has the details.
We supply ready-made Marshall Islands corporations and also form new ones. For a purchase we prepare the share transfer, the resignations and resolutions, the updated registers and ownership record, and any filing with the Registrar such as a change of name; we help prepare the bank application and, where we have a working contact at a suitable bank, introduce you, with the decision left to the bank. The wider picture of the islands and their registry is on our Marshall Islands page.
We do not publish one, because corporations are sold and replaced and any list would soon be out of date. Ask us which Marshallese shelf corporations are available now, and confirm the name and date of existence of any corporation offered on the Registrar’s entity search before committing. The Registrar’s own website also runs a shelf company search with real-time results.
No. The share transfer is a private document, your directors can be elected by a written consent signed wherever the shareholders are, and an acknowledgment on a document filed with the Registrar needs no notary, only a signature over the signatory’s printed name and title, digital signatures included. The client checks run on copies you send of identity, address and source of funds evidence. Nothing in the Act requires anyone to appear in Majuro.
No. Section 12 of the Business Corporations Act exempts every non-resident domestic corporation from Marshallese corporate and income tax, withholding, stamp duty and tax reporting, whatever its date of incorporation. Age does not alter the economic substance rules either, which turn on the activity carried on and on where the corporation is managed and tax resident. Your personal tax position depends on where you live.
No. The entity search shows the corporation’s name, date of existence, amendments and publicly filed documents, but Marshallese law does not require shareholders, directors or officers to be filed publicly. Your details go into the corporation’s internal records, which The Trust Company can demand for its audits or on a valid government request, including a request made under a tax information exchange agreement.
Yes. A change of name is an amendment of the articles of incorporation, approved by holders of a majority of the shares entitled to vote and filed with the Registrar as articles of amendment that state when the original articles were filed. The new name needs an ending such as Corporation, Inc. or Limited, or another showing it is a corporation, and must not be confusingly similar to an existing name. The date of existence stays the same.
The law still lets non-resident corporations issue them, but a bearer share is valid and carries rights only once its holder and beneficial owner are recorded with The Trust Company, and each later transfer must be recorded the same way. Bearer shares whose records are not kept must be cancelled. Check the share register before buying and, if you want registered shares only, amend the articles after the purchase.
Want to know which Marshall Islands shelf corporations are available now, with their dates of existence? Ask through our contact page, or on Telegram or WhatsApp at +48 663 247 166.