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.

  1. 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.
  2. You must obtain a business license before you can actually begin doing business. Follow the same procedure as described in the section on corporations.
  3. You are also required to submit an annual corporation report to the registrar along with a $50.00 filing fee.
  4. 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.
  5. 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.

  1. A FSC must file its articles of incorporation with the Registrar of Corporations.
  2. 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.
  3. 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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