Ship-owning companies under a Cyprus holding company
Each vessel is owned by its own company in the Marshall Islands or Liberia; the vessel companies sit under one Cyprus holding company, and a Cyprus ship-management company runs the fleet.
Ownership chart
- Owner A owns 50% — Holding company
- Owner B owns 30% — Holding company
- Owner C owns 20% — Holding company
- Holding company owns 100% — Vessel company 1
- Holding company owns 100% — Vessel company 2
- Holding company owns 100% — Ship-management company
Shipping groups often hold each vessel in its own company. The ship’s mortgage, charters and claims then stay with that company, and the vessel can be sold by selling the company’s shares. The Marshall Islands and Liberia are common homes for these single-ship companies, and each forms its non-resident companies through one statutory registered agent.
The vessel companies sit under one Cyprus holding company, which receives their dividends; dividends received and gains on shares are generally exempt in Cyprus. A Cyprus ship-management company, with its own staff and office, runs the ships under a management agreement with each vessel company. Cyprus has a tonnage tax regime for ship-owning and ship-management companies, in place until 31 December 2029.
The vessel companies’ ownership records are not public. A Marshall Islands company keeps its own record of beneficial owners instead of filing it with a central register, and a Liberian non-resident company records its ownership with the registered agent, outside the public register. Banks and ship financiers therefore ask for these records directly, with each company’s certificate of good standing and the ship’s registration.
Who is the beneficial owner
The holding company owns both vessel companies and the ship-management company outright, so the owners' shares pass down unchanged — Owner A has 50% of Vessel company 1, Owner B 30% and Owner C 20%. A and B are above the 25% line used by the Marshall Islands and by Cyprus, so both are beneficial owners of the vessel company, the holding company and the ship-management company. C is not, unless C controls one of them in some other way, for example under a shareholders' agreement. A's 50% is not control on its own, because control through shares needs more than half. Liberia's company law defines the beneficial owner without a percentage, so the Liberian company's records are tested against that definition.
| Person | Through shares | Through a role |
|---|---|---|
| Owner A | 50% | — |
| Owner B | 30% | — |
| Owner C | 20% | — |
What each layer files and keeps
- 01
The owners
Identity and address, tax residence and source of wealth for each owner, and the shareholders' agreement that governs the holding company.
- 02
The Cyprus companies
For the holding company and the ship-management company — registers of members and directors, the beneficial-ownership filing and its annual confirmation, audited IFRS accounts, the HE32 annual return and the tax return. The ship-management company also keeps its management agreement with each vessel company and the records of its staff and office in Cyprus.
- 03
The vessel companies
A Marshall Islands company keeps an internal record of its beneficial owners, produces it to the registered agent within 60 days of a request, attests each year that the record is kept, and files an annual economic substance report. A Liberian company keeps records of its shareholders and beneficial owners for five years and records its directors, management and ownership with the registered agent every year. Both keep accounting records for at least five years, with the ship's registration and mortgage documents.
What to watch
- A foreign company that owns a ship on the Marshall Islands or Liberian flag registers there as a foreign maritime entity; Liberia also requires it to stay in good standing in its home country
- The Marshall Islands exempts non-resident companies from its taxes, and Liberia does not treat a company as resident only because it owns or registers a Liberian-flag ship; where a vessel company is taxed depends on where it is managed and on its owners' own countries
- A Marshall Islands company may still have bearer shares, but they carry rights only once the holder and the beneficial owner are recorded with the registered agent; a Liberian company formed after 31 May 2018 can issue registered shares only
- The ship-management company needs its own staff and office in Cyprus, and its fees from each vessel company need a written agreement at an arm's-length rate
- Every beneficial-ownership record in the group — the Cyprus register, the Marshall Islands internal record, the Liberian recording with the registered agent — names the same people, worked through the holding company
What the dossier keeps
- The fleet chart, with the evidence for every holding and each ship's registration
- Each company's registers and beneficial-ownership records, reconciled with one another
- The ship-management agreements and the dividend and loan papers between the companies
- The calendar of filings in Cyprus, the Marshall Islands and Liberia, including the annual economic substance report and attestation
Jurisdictions in this structure
Marshall Islands
A Pacific registry of non-resident corporations and LLCs, widely used for ship-owning companies; no Marshall Islands tax on non-resident entities, and beneficial-ownership records kept by each entity and produced to the registered agent on request.
Liberia
A West African registry of non-resident corporations, LLCs and private foundations, run by LISCR alongside the Liberian ship register; entities that do no business in Liberia are not Liberian tax residents, and corporations formed since June 2018 cannot issue bearer shares.
Cyprus
An EU member state with English-based company law, used for holding, financing, IP, shipping and fund vehicles; a 15% corporate tax rate since 2026 and a non-public beneficial-ownership register.
General information, not advice. Facts are stated as of the date on each page. Law, lists and rates change; the professional who acts for the entity confirms what applies to it. Chrysos performs no regulated act and gives no legal or tax advice.
- Marshall Islands Registrar — Guidance on beneficial ownership requirements (November 2018)
- Marshall Islands Beneficial Ownership Regulations, 2023
- International Registries — Marshall Islands economic substance reporting
- Marshall Islands Associations Law, courtesy copy through the November 2018 session
- LISCR — Liberian corporate entities
- Liberia Business Corporation Act, consolidated (published 6 April 2020)
- Liberia Revenue Code as amended 2020
- PwC Worldwide Tax Summaries — Cyprus, corporate taxes
- Registrar of Companies — Beneficial Ownership Register guidance, version 2.1