Sole Proprietorships
A sole proprietorship is a business owned by only
one individual. Owner liability is unlimited, and
therefore personal property can be attached by
creditors to settle business debts. However, sole
proprietorships are not subject to corporate taxation.
- Sole proprietorships need only obtain a business
license before doing business in the CNMI. Sole
proprietors are not required to file any documents
with the Registrar of Corporations.
- The sole proprietor is responsible for filing the
quarterly business gross revenue tax return with the
Division of Revenue and Taxation.
- The sole proprietor is responsible for filing the
annual 1040 income tax return by April 15 of each
year. They do not have to file any corporate tax
returns.
- If a sole proprietor employs others, they must file
an legal application for a federal employment
identification number form SS-4 and comply with all
rules and regulations regarding employment of
resident and non-resident workers.
Partnerships
General partnerships consist of two or more people
who decide to form a business as partners. The details
of the partnership relationship are agreed upon
by the partners and should be contained in a partnership
agreement which is usually prepared by an
attorney. In a general partnership the partners have
unlimited liability. General partners are jointly and
severally liable for obligations of the partnership.
Partners are taxed on their share of partnership
income, whether or not distributed. Corporate taxes
do not apply. Since there are no partnership laws in
the CNMI, it is important that all aspects of the
partnership be set forth in a written agreement.
- Although it is not required, a partnership may
complete a Partnership Registration Form and file it with
the Registrar of Corporations. The partnership registration
form should be signed by all partners and
acknowledged before a notary public.
- The cost for filing the general partnership agreement
and registration form with the Registrar of Corporations
is $25.
- All partnerships are required to obtain a business
license before doing any business in the CNMI. Please submit
your business license application along with a
copy of your partnership agreement as filed with the
Registrar of Corporations. Please refer to the business
licensing fees to determine if your business activity
falls outside the standard $50 filing fee.
- All partnerships are required to file the 1065 Partnership
annual tax return along with the K-1 schedule
which details the partnerships earnings so that each
partner will only be taxed on their share. The 1065
return is due on the 15th of April every year. You can
pick up these returns at the Office of Revenue and
Taxation.
- All partnerships are required to file a quarterly
business gross revenue tax return with the Office of
Revenue and Taxation. You can pick up the BGRT
returns.
Subchapter S Corporation
Subchapter S Corporations are usually chosen as the
form of business ownership by smaller corporations.
Subchapter S Corporations limit the number of stockholders
to 35 or less. S Corporations allow each
stockholder to pay individual income tax rather than
the corporation paying corporate tax. Any net
operating loss is deductible by the shareholders.
- The procedure for establishing a Subchapter S
Corporation is exactly the same as that for
establishing a standard domestic corporation.
- Subchapter S Corporations must obtain a business
license before doing business in the CNMI. The standard
license fee is $50 per business activity. Follow
the same procedures as set for corporations. Please
contact the Business Licensing Office to determine if
your business activity is subject to a different fee.
- All Subchapter S Corporations are required to file
an Internal Revenue Service "Election for Subchapter
S Corporation Status".
- All Subchapter S Corporations are required to file a
corporate tax return annually. Please pick up Subchapter S
corporation tax return 1120S at the Office
of Revenue and Taxation. The 1120S return must be
filed by March 15 every year.
- The Commonwealth requires that all subchapter S
corporations file the BGRT return on a quarterly
basis. You can pick up these returns at the Division of
Revenue and Taxation.