Marshall Islands company formation for non-residents

Who a Marshall Islands corporation suits

The Marshall Islands corporation is best known in shipping. Many owners hold each vessel in its own RMI company, and the RMI also runs a large ship registry. The same corporation is used for holding shares and investments.

It suits groups with a clear reason to be there, such as a vessel, a financing or a holding role. For a trading company that needs easy banking, Hong Kong or Singapore is usually simpler. We compare options with you before you pay.

Holding one vessel per company keeps each ship's liabilities inside its own corporation. The same logic applies to investment holdings: one asset or deal per company makes a later sale or refinancing easier to arrange.

What a non-resident domestic corporation is

A non-resident domestic corporation is formed under the Marshall Islands Business Corporations Act but does not do business in the Marshall Islands. That status is what brings the tax exemption.

The corporate law follows US corporate law closely, so directors, officers, bylaws and share certificates will be familiar to most advisers. One director is enough. Directors can be any nationality and companies may serve as directors.

Every non-resident corporation uses The Trust Company of the Marshall Islands as registered agent. We file through the agent and manage the annual cycle for you.

Formation starts with articles of incorporation filed through the agent. The board then adopts bylaws, appoints officers such as a president and secretary, and issues registered share certificates. We prepare these first documents and upload them to your portal.

• Articles of incorporation and certificate of incorporation.
• Bylaws and first board resolutions.
• Register of directors, officers and shareholders, kept with the company records.
• Share certificates in registered form.

How the setup works

Formation is fully remote. You choose a name, we check it with the registrar, and you complete KYC in the client portal. Once KYC is approved, we file through the registered agent and the certificate usually follows within 3–5 business days.

For a shipowning company, tell us about the vessel early. Vessel registration is a separate process with its own documents, and we coordinate it with the corporation so the timing lines up.

• Day 0: order placed and name checked.
• Day 1–2: KYC approved for directors, officers and beneficial owners.
• Day 3–5: articles filed and certificate issued.
• Then: bylaws, resolutions, registers and share certificates in your portal.

Tax: what the exemption covers

Section 12 of the Business Corporations Act exempts non-resident corporations from Marshall Islands corporate tax, income tax, withholding tax, asset tax, stamp duty and exchange controls. The corporation pays registry fees only. Dividends, interest and royalties it pays to non-residents are also exempt.

Share capital can be expressed in any currency, and there is no Marshall Islands tax reporting on the company's revenues.

The exemption covers Marshall Islands tax only. Where you live, where the company is managed and where it earns money still matter. Many countries tax foreign companies controlled by their residents, so we ask about your residency before you pay.

Economic substance: the annual report

The Economic Substance Regulations 2018 apply to every non-resident domestic corporation from 1 January 2019. Each one files an annual report through the registrar's online portal, whether or not it carries on a relevant activity.

Relevant activities follow the OECD model and include holding, shipping, finance and leasing, headquarters and intellectual property. A company in one of these must show adequate substance for that activity. The report is due within 12 months of the corporation's anniversary date.

A company that misses the deadline can face penalties or annulment. We track the deadline and file it with you.

Beneficial ownership and privacy

Each non-resident entity must keep an up-to-date record of its beneficial owners: anyone holding more than 25% of the shares or votes, or otherwise in control (Beneficial Ownership Regulations 2023). Every entity except a listed company makes an annual attestation to the Registrar that these records are kept.

The information is not on a public register. The company must give it to the registered agent within 60 days of a request, and it goes to competent authorities where the law requires. The public search shows only the company name, date of incorporation and number.

Since 2018, any bearer shares must be recorded with the registered agent, with their holders and beneficial owners, or be cancelled. We issue registered shares only.

A beneficial owner is the individual who ultimately owns or controls the corporation, directly or through other companies or trusts. We collect this information during KYC, so you give it once and we keep the agent's records in step with any later changes.

Annual costs, records, banking and EU status

Your year-1 package starts at a fixed quote all-in, with registry fees and the registered agent included. From year 2 the renewal starts at a fixed quote. Vessel registration and extra certificates are quoted separately. If we cannot incorporate your company, we refund the service fee (minus courier costs).

Each corporation pays an annual registry fee on its incorporation anniversary, alongside the economic substance report and ownership attestation. Your renewal price covers these, and we send reminders well before each date.

Banks treat an offshore corporation with more care than an onshore company. Expect questions on who owns it, what it does and where the money comes from. We introduce you to suitable banks or payment institutions and prepare the file; the institution decides.

No audit or financial statements are filed, but the corporation must keep accounting records. The 2018 amendments raised penalties for failing to keep them.

The Marshall Islands was most recently on the EU list of non-cooperative jurisdictions from February to October 2023. It was not on the EU list in February 2026. The EU reviews the list again in October 2026.