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Investing in the Marianas
Foreign Corporations
A foreign corporation is defined as a corporation
which was originally incorporated outside of the
jurisdiction of the Commonwealth of the Northern
Mariana Islands.
- If you already have an existing corporation
incorporated outside of the CNMI and would like
to do business here you must file with the Registrar of
Corporations an application for certificate of
authority of foreign corporation, an original
certificate of existence or certificate of good standing
issued by the state or jurisdiction where the
corporation is incorporated, together with the filing
fee of $100.00 and two copies of the application.
Upon approval of the application, the Registrar of
Corporations will issue you a Certificate of Authority
to do business in the CNMI. The initial annual report
must be filed with the Registrar of Corporations
within 60 days after the certificate of authority is
granted.
- You must obtain a business license before you
can actually begin doing business. Follow the same
procedure as described in the section on corporations.
- You are also required to submit an annual corporation report to the registrar along with a $50.00
filing fee.
- All foreign corporations are required to file
foreign
corporation tax returns annually. Please pick up the
foreign corporation tax form 1120F from the Office
of Revenue and Taxation. The 1120F return must
be filed by March 15 every year.
- All foreign corporations are required to file the
Commonwealth business gross revenue tax return on
a quarterly basis. You can pick up these forms at the
Office of Revenue and Taxation.
Foreign Sales Corporation
Under the Foreign Sales Corporation Incentive Act
of 1984 CNMI Public Law 4-15, a foreign sales
corporation, as defined under the internal revenue
code qualifies for CNMI tax exemptions with respect to the
gross revenue tax, territorial income
tax and any and all license fees except the FSC business
license fee. In order to qualify for such tax exemptions,
a FSC must be
- (a) incorporated in the CNMI,
- (b) have an office or agent in the CNMI, and
- (c) have at least one director who is a resident of the CNMI.
The rules and regulations governing FSC's are complicated
and we suggest that you secure an attorney to assist you
in the formation of an FSC. The following arc standard
procedures for creating a FSC in the CNMI.
- A FSC must file its articles of incorporation with
the Registrar of Corporations.
- A FSC must apply for a business license from the
Department of Commerce. The fee for a business
license is $500. The application must be accompanied
by:
- A copy of the articles of incorporation and
by-laws;
- A copy of its most recent election under the United
States internal revenue code of 1954, as amended, to
be treated as a FSC and, if applicable, to be treated as
a small FSC; or if the applicant has not yet made an
election it shall pledge to furnish the Secretary of
Commerce a copy of its election within 90 days after
making the election.
- Information identifying its resident director and the
location of its Commonwealth office.
- Even if no tax is due, a FSC must file an informational
tax return with the Director of Revenue and
Taxation, Department of Finance. The informational
tax returns shall be filed at the same time the FSC's tax
returns shall be filed with the United States internal
Revenue Service. The informational return shall
consist of a copy of the Form 1120 and all schedules
and worksheets attached which are filed or to be filed
by the FSC with the United States Internal Revenue
Service, together with a Form 1120 CM. The director
may require any FSC to submit additional information
substantiating its qualification for tax exemptions or of
FSC treatment under the United States Internal
Revenue Code. Make sure to attach a copy of your
business license to any corporate income tax return
that is filed.
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