Non-resident company formation
We incorporate a Non-Resident Domestic Corporation - the Marshall Islands equivalent of an IBC. Corporate law here is modelled on Delaware statutes, so the structure reads as familiar to investors and exchanges: RMI companies are listed on the NYSE and Nasdaq. There is no direct taxation, and the register of directors and shareholders is closed. The jurisdiction was removed from the EU list of non-cooperative jurisdictions in October 2023. We draft the bylaws, appoint the registered agent and handle the annual economic substance declaration. Everything is done remotely.
The corporate, tax and annual conditions that apply to non-resident companies in the Marshall Islands.
Incorporated under the Business Corporations Act. Marshall Islands corporate law is modelled on Delaware statutes, which makes the structure familiar to US banks and exchanges.
One director and one shareholder are enough, and both may be corporate entities of any nationality. A secretary is required, but the agent covers that role.
A registered agent and registered office in the republic are mandatory, and we provide both. The register is maintained by the Registrar of Corporations, with administration handled by International Registries.
No corporate income tax, capital gains tax, dividend, property or inheritance tax. No tax return or financial statements are filed with the registry.
Every non-resident company files an economic substance declaration through the Registrar's online portal, within 12 months of its anniversary date. Late filing carries a US$500 penalty.
Annual government fee, renewal of the agent and registered office, and the substance declaration. No audit is required, but accounting records must be kept for at least five years.
The final cost depends on the package you choose, the registered agent and support services included, and any additional work the project requires.
Information current as of July 2026.
From basic incorporation of a Non-Resident Domestic Corporation to a full package with annual maintenance and banking support.
Basic NRDC incorporation
Annual maintenance included
Director, shareholder and documents
For launching an NRDC with director or shareholder services, a full set of corporate documents and a shortlist of banking options.
Important: we advise on the choice of bank or payment provider and help you prepare for submission, but we do not guarantee that an account will be opened. The final decision always rests with the bank or EMI after it has reviewed the company and its beneficial owners.
A jurisdiction with Delaware-style corporate law: no direct taxes, closed registers, and incorporation completed in one to two days.
Holding shares, vessels and group assets. There is no tax at company level, and dividends and distributions are not taxed.
A base for cross-border supply, consulting and IT services. There is no exchange control, and capital may be denominated in any currency.
The Marshall Islands runs one of the world's largest ship registries. The owning company and the flag are handled by the same registry.
Redomiciliation is free of charge: the filing fee and the first annual fee are waived. The original date of incorporation is preserved.
No tax on profits, capital gains, dividends, property or inheritance. This is how the jurisdiction is built, not a time-limited concession.
Details are not filed on any public register. They are held by the registered agent and disclosed only to the regulator or by court order.
The Business Corporations Act is modelled on Delaware statutes. RMI companies are listed on the NYSE and Nasdaq, so banks and investors recognise the structure.
The Marshall Islands was removed from the EU list of non-cooperative jurisdictions in October 2023 and does not appear in the 2026 revision.
To incorporate a Non-Resident Domestic Corporation you will need documents for the shareholders and director, plus a decision on the company structure. Every stage is completed remotely through the registered agent.
The exact set of documents depends on the ownership structure, the residency of the beneficial owners and the requirements of the specific agent.
One director is sufficient, an individual or a corporate entity of any nationality. No residency in the republic is required, and the register of directors is not public.
One shareholder is enough, whether an individual or a company. The shareholder, director and secretary may all be the same person. The agent records beneficial ownership details on a closed register.
Required by law. Documents are filed with the Registrar of Corporations through the agent, a non-resident cannot incorporate the company directly.
A registered office in the Marshall Islands, provided through the agent, for correspondence and for keeping the corporate registers. Included in the package.
The name must use Roman characters with a suffix such as Ltd, Corp, Inc or S.A. The standard capital is 500 shares of no par value, with no minimum requirement. Bearer shares are prohibited.
Non-resident companies are exempt from local taxation: no tax return and no financial statements are filed with the registry. The only annual obligations are the government fee and the economic substance declaration.
Direct taxes
0%
no corporate income tax, capital gains tax, dividend or inheritance tax
Tax return
not filed
a non-resident company does not report to the tax authority of the republic
Economic substance
annual declaration
filed by every non-resident company, within 12 months of the anniversary date
Financial statements
not published
no audit required, but accounting records are kept for at least five years
No tax on profits, capital gains, dividends, property or inheritance. The exemption holds for as long as the company carries on no business within the republic.
The company pays an annual fee to the Registrar through its agent. It does not depend on turnover, profit or the size of the authorised capital.
A zero rate in the Marshall Islands does not cancel your obligations at home. The republic takes part in the exchange of information, so review the CFC rules in advance.
Pay the annual fee through the agent to keep the company in good standing
File the economic substance declaration through the Registrar's online portal, within 12 months of the anniversary date
File a nil declaration even where no relevant activity is carried on
Keep accounting records for at least five years
Renew the registered agent and registered office
Update beneficial ownership details with the agent whenever they change
Economic substance requirements apply to distribution and service centre business, financing and leasing, fund management, headquarters business, shipping, holding companies and the commercial exploitation of intellectual property. Ordinary trading and services do not have to meet the substance test, but the declaration is still mandatory. Late filing carries a US$500 penalty, and failing the test attracts fines of up to US$50,000 for the first period and up to US$100,000 for each period thereafter.
Information current as of July 2026.
The account is not opened in the Marshall Islands. The local banking system serves residents, so for a non-resident company the working route is payment providers and banks in third countries. We match the route to your activity, payment geography and the profile of the beneficial owners.
The main working route for an NRDC. Set-up in weeks, multi-currency details, remote onboarding with no visit required. For an operating business this is usually faster and more realistic than a bank.
Accounts for an NRDC are opened by banks in Asia, the EU and the Middle East. The Delaware-based legal framework and the jurisdiction's removal from the EU list resolve some of the questions, but the threshold stays high: real trading activity and a substantial balance are expected.
Compliance teams check that the company is in good standing and that the substance declaration has been filed - without these the file goes no further. We build the profile before submission: source of funds, genuine activity, counterparties. The quality of the file matters more here than the choice of bank.
We assess the activity, payment geography and bank requirements before any application is made.
Entry in the register itself takes one to two working days. Most of the time goes on the agent's compliance checks. Every stage is completed remotely.
The Marshall Islands offers a solid legal framework and a reputation above the offshore average, but it does not suit every task. Below are the honest limitations and the jurisdictions that address them.
Failing the substance test costs up to US$50,000 for the first period and up to US$100,000 for each period thereafter, with dissolution of the company as the ultimate sanction. If your structure falls within a relevant activity and is not ready for the test, the exposure is greater than in Belize or the Seychelles.
Every non-resident company files a declaration, even where no relevant activity is carried on - a nil filing in that case. Late filing costs US$500. There is no such thing here as an offshore company with nothing to file.
The Marshall Islands has almost no double taxation agreements. In a number of countries income may be subject to withholding tax at source with no relief available.
An NRDC cannot do business with residents of the republic. Banking, insurance, trust services, virtual asset activity and gaming are prohibited or require a separate licence.
A classic IBC with closed registers and minimal annual maintenance. Cheaper to keep alive than the Marshall Islands. Bear in mind: the Seychelles remains on the EU list, so banks will take more preparation.
The fastest and cheapest way into the offshore segment. A good fit where the task is a straightforward holding or trading structure with no listing or maritime ambitions.
A dollarised jurisdiction with territorial taxation and strong banking infrastructure. A real office and presence on the ground open more banking doors. Bear in mind: Panama remains on the EU list.
A Pacific alternative with closed registers and low maintenance costs. The nearest neighbour to the Marshall Islands geographically, but without the ship registry or the Delaware-based legal framework.
Every project is different - we tailor the solution to the specific task, jurisdiction and business model.
Marshall Islands The client was buying a bulk carrier through a Greek broker. The vessel had to be flagged, and the seller wanted the buyer to be a company rather than an individual. He did not want to deal with a corporate registry in one country and a maritime one in another - the deal was already on a tight schedule.
Solution We incorporated an NRDC in the Marshall Islands. Corporate registration and the ship registry sit with the same administrator here, so the owning company and the flag were handled in parallel. The company was up in two days and from there we moved on to the vessel side. We flagged straight away that a substance declaration for shipping would be due every year.
My broker just said - go with the Marshall Islands, everyone does. I assumed it was habit, but it turned out to be genuinely easier: no sending the same passports twice to two different offices. I only heard about the declaration afterwards, but the agent handles all of that.
Marshall Islands The client had a Seychelles company trading equipment with European buyers. Two banks in a row dragged out compliance and one eventually declined - the wording pointed at the jurisdiction. He did not want to wind the business down, he needed a structure that raised fewer questions in Europe, but without moving to expensive European jurisdictions.
Solution We set up an NRDC in the Marshall Islands and moved the contracts across. The Marshall Islands came off the EU list back in 2023 - that is no guarantee of approval, but the conversation with a bank starts from a different place. The account was opened with an EMI, and we are preparing a file for a bank in the UAE in parallel. He is keeping the old company for now.
I was not expecting a change of jurisdiction to fix everything at once, and they told me as much. But before, I was turned away before anyone even looked at the documents. Now at least they look. For me that is already a different kind of conversation.
Marshall Islands The client was building a holding company over two operating businesses in Asia, preparing for a round. The investor was American, and their lawyers asked straight away which law the constitution was written under. A classic offshore was described in the correspondence with an awkward word, and they asked to see something with a body of case law behind it.
Solution We built the holding company in the Marshall Islands. The Business Corporations Act is modelled on Delaware statutes and RMI companies are listed on the NYSE and Nasdaq - to the American side that is a familiar framework, not an exotic one. The share structure was set up with the round in mind. Holding companies also benefit from a reduced substance test.
Honestly, I pictured the Marshall Islands as some islands with palm trees. The investor's lawyers took it in their stride, barely any questions on the constitution. Funny thing is I expected trouble from an offshore, and the trouble would have come from something more obvious.
If your question is not answered here, send us a request and we will look at your situation in person.
Book a consultationEntry in the register takes one to two working days, which makes this one of the fastest jurisdictions available. But that is the final step. The real timeline is set by the agent's compliance checks: verification of the beneficial owners, the source of funds and the nature of the business. Allow from five working days for registration, and several weeks on top of that for opening an account - these are separate stages.
No. The whole procedure is handled remotely through the registered agent: documents are filed electronically and no visit to the republic is required at any stage. Annual maintenance is handled remotely in the same way.
For a non-resident company, yes. An NRDC pays no tax on profits, capital gains, dividends, property or inheritance, and no tax return is filed. There is one condition: the company must carry on no business within the republic. That said, a zero rate in the Marshall Islands does not cancel your tax obligations at home - review the CFC rules in your country of residence in advance.
The register of directors and shareholders is not public - the details are held by the registered agent and never enter the public domain. But confidentiality is not invisibility: the agent maintains a closed register of beneficial owners, and details are disclosed to the regulator or by court order. Bearer shares have been prohibited since 2019.
It is an annual declaration of economic substance. Every non-resident company files one, with no exceptions - if there is no relevant activity, the filing is nil. The deadline is 12 months from the anniversary date, and filing goes through the Registrar's online portal. Late filing costs US$500, and failing the substance test attracts fines of up to US$50,000 for the first period. The agent handles the declaration, and this is part of annual maintenance.
No. The jurisdiction was listed as non-cooperative in 2023, but was removed in October of that year, and it does not appear in the current 2026 revision. That makes conversations with European banks and counterparties noticeably easier than for Panama, Anguilla or the Seychelles, which remain on the list. It is not, of course, any guarantee of approval by a bank.
No, and nobody can. The final decision always rests with the bank or EMI after it has reviewed the company and its beneficial owners. We advise on the route, prepare the file and submit the application, but the outcome depends on your profile, your activity and your payment geography. For an operating business the working route is a payment provider; for a holding company or substantial balances, a bank in a third country.
A non-resident company files no financial statements, no audit and no tax return - and there is no annual return in the Marshall Islands either. There are two annual obligations: the government fee, paid to the Registrar through the agent, and the economic substance declaration. The company must also keep accounting records for at least five years - these are not filed with the registry, but a bank may ask to see them.
They are the same thing. Non-Resident Domestic Corporation is the formal name of the structure under the Business Corporations Act, while IBC is the market term used by providers. In the documents and at the Registrar the company appears as an NRDC. The law itself is modelled on Delaware statutes, which is why RMI companies are listed on the NYSE and Nasdaq.
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