Non-resident domestic corporation
Law: Business Corporations Act, Associations Law (Title 52, Marshall Islands Revised Code)
A separate legal person formed through the Registrar of Corporations for Non-resident Domestic Entities, which International Registries, Inc. (IRI) administers. Shareholders are liable only up to the capital they invest.
- Members and officers
- A board of one or more directors of any nationality, who need not be residents or shareholders; a non-resident corporation may appoint companies as directors. No local director or secretary. TCMI is the registered agent.
- Share capital
- No minimum paid-up capital. Registered or bearer shares, with or without par value, in any currency. The standard formation is 500 shares without par value or up to US$50,000 of par value; authorised capital above that attracts a one-time capitalisation tax.
- Public register shows
- The formation documents filed with the Registrar. Directors, officers and shareholders need not appear on the public file.
- Accounts and annual filings
- Reliable and complete accounting records with their underlying documents, kept for at least five years and retained after dissolution. An annual beneficial-ownership attestation and an annual economic substance report.
- Tax
- Exempt from Marshall Islands corporate tax, income tax, withholding tax, asset tax, stamp duty, exchange controls and tax reporting on its revenues, other than registration fees. Dividends, interest and royalties paid to non-residents bear no Marshall Islands withholding.
How owners use it
- Single-ship owning company, often paired with Marshall Islands vessel registration and a ship mortgage
- Fleet holding company over ship-owning subsidiaries
- Joint-venture and investment holding company
What comes with it
- Where the company is taxed is decided by the countries where it is managed and where its owners live, under their management-and-control and controlled-foreign-company rules
- The beneficial-ownership record must be kept current; TCMI can ask for it and audit it, and it must be produced within 60 days
- The economic substance report is filed every year, even where the substance tests do not apply to the company's activity
- Banks usually ask for certificates of goodstanding and incumbency, the registers of directors and shareholders, a beneficial-ownership declaration, proof of the substance filing and, for a ship-owning company, the vessel registration and mortgage documents