Key Takeaways
- The standard non-resident corporation is the common vehicle for foreign owners forming in the Marshall Islands.
- Appointing a registered agent and registered office is required before the incorporation application can be lodged.
- Decisions on directors and shareholders should be settled before filing, since they shape the articles and constitutional documents.
- After the certificate of incorporation issues, the company must set up statutory registers, issue shares, and address initial board matters.
Incorporating a Company in the Marshall Islands: An Overview
The Marshall Islands offers foreign owners a tax-exempt corporate vehicle that can be formed without setting foot in the country. A company incorporated in the Marshall Islands as a non-resident domestic entity pays no corporate income tax, no capital gains tax, and no withholding tax on foreign-source income, provided it conducts no business within the Republic itself.
This structure suits international entrepreneurs, investors, and shipping operators who need a recognised offshore base outside their home jurisdiction. The corporate framework derives from the Business Corporations Act 1990, part of the wider Associations Law, and is construed to track the company law of the US state of Delaware.
The article that follows walks you through forming the standard non-resident corporation: choosing the vehicle, clearing a name, appointing your agent, settling your officers, drafting the constitutional documents, filing, and the first steps once the certificate issues. It is written for a non-resident owner or adviser weighing formation from outside the jurisdiction.
Choosing the Standard Non-Resident Corporation as Your Vehicle
Most foreign owners use the International Business Company, formally a Non-Resident Domestic Corporation under the Business Corporations Act. By most provider estimates this structure accounts for the large majority of offshore formations in the Republic, operating through the familiar shareholder-and-director model.
Its tax-exempt status rests on one condition: the company conducts no business inside the Marshall Islands. Income from international activity falls entirely outside the local tax framework, which is the structural basis for the zero-tax treatment.
A non-resident corporation may carry on any lawful activity except regulated financial services. Banking, insurance, virtual asset services, and fiduciary or trust business are off-limits without separate licensing.
Full foreign ownership is allowed, with no local shareholder requirement and no obligation to hold meetings inside the country. The corporation files no annual tax return, no financial statements, and no annual report with the Registrar.
The corporation is one of two common choices. The other is the limited liability company, formed under separate legislation and member-based rather than share-based.
| Feature | Non-Resident Corporation (IBC) | Limited Liability Company |
|---|---|---|
| Governing law | Business Corporations Act 1990 | Limited Liability Company Act 1996 |
| Internal structure | Shareholders and directors | Members |
| Typical use | Purely international structures, no US connection | US counterparties, US-correspondent banking, US persons seeking pass-through treatment |
The corporation is the default for international structures with no US link. Where US persons or US-correspondent banking enter the picture, the LLC often fits better, a point covered in its own dedicated guide.
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Reserving and Approving Your Company Name
A proposed name can be reserved ahead of formation at no cost for up to six months. Submitting two alternatives is prudent in case your first choice clashes with an existing entity.
The Registrar of Corporations runs a uniqueness check; a name identical or confusingly similar to another registered entity will be refused. Names may use any language written in the Roman alphabet, with an English translation supplied where the name is not English.
Your company name must end with one of the recognised suffixes:
- Limited or Ltd
- Corporation or Corp
- Incorporated or Inc
Certain words are barred outright because they imply regulated or official activity. These include bank, trust, insurance, fund, loan, brokerage, foundation, chartered, partnership, establishment, and any wording suggesting a government agency, church, or public charity, along with airline and aviation terms.
Appointing the Registered Agent and Registered Office
Every non-resident corporation must keep a registered agent and a registered office address within the Marshall Islands. The agent receives legal notices, handles government filings, and channels the annual fees that keep the company in good standing.
For non-resident entities, the designated default agent is The Trust Company of the Marshall Islands, Inc. (TCMI), whose office address serves as the registered office. Failure to maintain an agent exposes the company to dissolution or revocation of its authority to operate.
You do not need to attend in person at any stage. Documents may be executed by wet-ink signature and scanned, or signed electronically, and formation requests are routed through a qualified intermediary such as a lawyer, accountant, or corporate service firm to any office of International Registries, Inc. (IRI).
Note that TCMI does not supply nominee directors. Agent fees are set by the provider rather than by a public schedule, so confirm the current figure with your chosen agent or with Expanship before you commit.
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Deciding on Directors and Shareholders Before Filing
The corporate framework here is unusually flexible on officers. One person can hold every required role, and none of them need to live in or visit the Republic.
- Directors: at least one, who may be an individual or a corporate body, of any nationality and resident anywhere. Board meetings may be held inside or outside the country.
- Secretary: one is required, again a natural person or an entity, of any nationality and any residence; the registered agent's office can supply this role.
- Shareholders: at least one, individual or corporate, of any nationality and residence.
Because the minimum for each role is one, a sole foreign owner can be director, secretary, and shareholder at once. There is no residency test for any position.
Privacy is a defining feature. The names of officers, directors, and shareholders are never filed in any public registry; beneficial owner and director details go to the registered agent, who holds them confidentially.
Your ownership and director details are filed with the registered agent and held privately, but foreign authorities can request them through proper legal channels under exchange agreements. Confidentiality is not anonymity.
Preparing the Articles of Incorporation and Constitutional Documents
The Articles of Incorporation are the founding document. They set out the company name, duration, purpose, registered address, and the number of authorised shares, and must be signed and acknowledged by each incorporator together with one witness, then filed with a Registrar or Deputy Registrar.
The Articles also confirm that the corporation holds every power the Business Corporations Act allows and that the shareholders and board may adopt, amend, and repeal the bylaws. Day-to-day governance then runs through those bylaws, which cover meetings, decision-making, and share issuance.
Your formation agent normally drafts this core package, drawing on IRI's sample forms. Alongside the constitutional papers, you supply due diligence material.
From each individual director and shareholder, expect to provide:
- A certified, notarised copy of the passport.
- A document evidencing residential address, such as a certified (and where needed translated) utility bill.
Where a director or shareholder is itself a company, the registration documents of that entity must also be lodged. The documents-required topic has its own dedicated article; this is the working set for a standard formation.
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Lodging the Incorporation Application with the Registry
Once the package is approved, the formation agent submits it to the Registrar of Corporations with the government fees. The entire sequence, from name clearance to the certificate, runs electronically between the agent and IRI through its online portal.
Government fees are administered by IRI and vary by entity type and, for corporations, by authorised share capital. The lowest fee tier applies to 500 shares without par value, or par-value stock up to USD 50,000.
Authorised capital above USD 50,000, or more than 500 shares priced below that figure, can trigger a one-time capitalisation tax assessed on incorporation. Keep your share structure within the standard tier unless you have a specific reason to exceed it.
Because published provider estimates of total cost circulate widely and date quickly, treat the official government component as the figure to confirm directly with IRI. Beyond that, plan for the registered agent and registered office charges, which recur annually on the incorporation anniversary. For a current all-in estimate, ask Expanship.
Registry Review and Issue of the Certificate of Incorporation
The Registrar runs a final name check, reviews the documents against the Associations Law, and on approval issues the Certificate of Incorporation under the official seal of the Republic. Your company exists from the date and time stated on that certificate.
The filing step typically completes within one to three business days, and a complete, clean package is often processed faster. Original documents are apostilled and couriered to you once issued.
A public corporate search will show the company name, registration number, incorporation date, amendments, and the registered agent. Ownership and management stay off the public record.
A Certificate of Good Standing, available from the Registry, confirms that filings are current and fees paid. It is the document banks and counterparties most often request to verify your company's standing.
First Steps After Incorporation: Statutory Registers, Share Issuance, and Initial Board Matters
With the certificate in hand, the company holds its first board meeting, adopts bylaws, and issues initial share certificates. These are usually prepared as a post-incorporation pack by your agent.
Every company must keep a register of shareholders and a register of directors at the registered office. Neither is filed with the authorities nor open to public inspection, but both must be accurate and current.
A Beneficial Ownership Register is also maintained at the registered office. The Republic operates the Beneficial Ownership Secure Search System (BOSS), through which competent foreign authorities can request ownership data under tax information exchange agreements.
On share capital, the standard tier is 500 shares without par value, or par-value capital up to USD 50,000, and the authorised capital may be denominated in any currency. The minimum issued capital is a single share. The status of bearer shares changed with the 2019 amendments to the corporate law, so confirm what is permitted with IRI or TCMI before relying on older guidance.
One recurring obligation deserves attention before you finish:
- Every Marshall Islands company must file its economic substance status annually. A company carrying on a relevant activity, such as shipping, fund management, distribution, headquarters services, or pure equity holding, must submit a substance return covering employees, expenditure, and business nature.
No annual return or financial statements are filed with the authorities, though you should keep records reflecting the company's financial position. Maintenance fees fall due each year on the incorporation anniversary, and ongoing compliance is treated fully in its own article. Where formal local operations are involved, the Social Security Administration issues an Employer Identification Number serving as a tax ID.
Conclusion
Forming a non-resident corporation in the Marshall Islands is a fast, remote process built on Delaware-style company law, with no local presence required of any owner, director, or shareholder. The trade-off for the zero-tax treatment is straightforward: no business inside the Republic, accurate registers held by your agent, and an annual economic substance filing. For a foreign owner, the practical work is choosing the right vehicle, clearing a compliant name, and assembling clean due diligence so the registry can issue the certificate quickly. Confirm the current government fee tier and your agent's charges before you file, since both shape your real cost.
How Expanship Can Help Your Business in the Marshall Islands
Expanship handles the full formation of a non-resident corporation in the Marshall Islands, from name clearance and document drafting through filing with the registry and delivery of your apostilled certificate. The same team supports the wider needs of a foreign-owned entity once it exists.
- Company incorporation and structuring of your non-resident corporation
- Registered agent and registered office arrangements
- Tax registration and any required filings
- Ongoing compliance management, including economic substance returns
- Accounting and bookkeeping support
- Introductions to banking partners
To start your formation or confirm current fees, contact Expanship Marshall Islands.
Frequently Asked Questions
No. There is no requirement for any director, shareholder, or beneficial owner to be present at any stage, and all documents can be signed electronically or as scanned wet-ink copies. Formation is conducted entirely between your agent and IRI.
A complete, approved document package is typically processed by IRI within one to three business days, and entities can be formed within a single business day in straightforward cases. Apostilled originals are then couriered to you, which adds delivery time.
No. The names of officers, directors, and shareholders are not filed in any public registry; they are held confidentially by the registered agent. A public corporate search shows only the company name, registration number, incorporation date, amendments, and registered agent.
A non-resident domestic corporation pays no corporate income tax, no capital gains tax, no withholding tax, and no stamp duty on foreign-source income and transactions. This exemption depends on the company conducting no business within the Republic itself.
Yes. The minimum is one director, one secretary, and one shareholder, and the same person can fill all three roles. Each may be an individual or a corporate body of any nationality and residence.
The company files no annual tax return or financial statements with the authorities, but it must keep shareholder, director, and beneficial ownership registers at the registered office and file its economic substance status each year. Annual maintenance fees fall due on the incorporation anniversary.
Legal Disclaimer
The information provided in this article is for general informational purposes only and does not constitute legal, tax, or professional advice. While we strive to ensure the accuracy and timeliness of the content, laws and regulations are subject to change, and the application of laws can vary widely based on specific facts and circumstances.
Readers should not act upon this information without seeking professional counsel tailored to their individual situation. Expanship and its authors disclaim any liability for actions taken or not taken based on the content of this article.
For specific advice regarding your business setup, compliance requirements, or any legal matters, please consult with qualified legal and tax professionals in the relevant jurisdiction.
