Registering Your Startup to do Business in the Northern Mariana Islands

Forming your business entity in Delaware—specifically, a corporation—gives you a lot of flexibility, but you may still need to follow local laws depending on what jurisdiction you operate in.

Specifically, if you do business in the Northern Mariana Islands, you need to register with the territory. We’ll walk through the process and simplify it. But first, how can you tell whether you’re legally doing business in the Northern Mariana Islands?

Delaware C corps—and all other corporations formed outside of the Northern Mariana Islands—are referred to as “foreign” corporations by the territory .

You are doing business in the Northern Mariana Islands if your company enters the territory through its agents and conducts its usual business in a continuous, not merely sporadic, nature.

This definition is fairly vague and the Northern Mariana Islands does not go beyond this definition for what is considered doing business in the jurisdiction. However, the Northern Mariana Islands’s statute does provide that the following activities do not constitute doing business in the territory:

• Defending or settling a lawsuit
• Having a bank account in the territory
• Selling through independent contractors

Unlike most other states and territories, the Northern Mariana Islands do not have a general sales tax on goods purchased in the territory. This means that you do not need to register with the Northern Mariana Islands Department of Finance to collect sales tax in the jurisdiction.

• Select a name under which to do business. This doesn’t have to be the name you registered when incorporating in Delaware, but it can be.
• Fill out an application. You’ll need to file an Application for Certificate of Authority with the the Northern Mariana Islands Department of Commerce along with a Delaware Certificate of Good Standing. You need to mail the relevant documents to the Department of Commerce
• Pay the fee. Now you pay the Northern Mariana Islands Department of State a $100 filing fee.
• Submit your Application for Registration.
• Wait. Processing typically takes two to four weeks.

Once you’re approved to operate as a qualified foreign business in the Northern Mariana Islands, you’ll need to comply with certain requirements.

To stay in compliance and continue legally doing business in the Northern Mariana Islands, you need to maintain a registered agent and file your annual report. On top of that you will also need to pay your business gross revenue tax and corporate income tax.

Your registered agent in the Northern Mariana Islands is your point of contact with local authorities. If you don’t have a physical address for your company in the Northern Mariana Islands, it may be advantageous to find a registered agent to receive government notices on your behalf.

Foreign corporations are required to have a registered office in the Northern Mariana Islands. The office cannot be a P.O. box, rather it must be a physical address of your registered agent or a licensed registered agent service.

Your registered agent will forward any important information, such as business mail, to you. There are a number of firms that contract out registered agents. They typically cost $50 – $100 per year.

Annual reporting in the Northern Mariana Islands

Every year, you must file a statement with the Northern Mariana Islands, updating any changes to the company address or the composition of the Board and officers. You’ll include info like:

• The legal name of your business
• The name and address of your registered agent
• The names and addresses of board members, managers, and officers

Your filing fee for the annual report is $50.

Paying the Northern Mariana Islands’ Business Gross Revenue Tax

The Northern Mariana Islands has a business gross revenue tax which operates like a gross receipts tax. A gross receipts tax is levied on a corporation’s total receipts from the conduct of a business within a jurisdiction, without reduction for cost of goods sold or services or any other expenses. For more information on the business gross revenue tax, the Northern Mariana Islands Department of Finance provides the following guidance.

Paying the Northern Mariana Islands’ Corporate Income Tax

The Northern Mariana Islands’s corporate income tax is directly on the income of your corporation. For more information on filing and paying your annual taxes, please see the following guidance from the Northern Mariana Islands’s Department of Finance.

When you hire a new employee or independent contractor in the Northern Mariana Islands you must report them to the Northern Mariana Islands Office of the Attorney General within 20 days of the date of hire. You can report new hires by mail, fax, email, or hand delivery to the Office of the Attorney General.

Your payroll provider should be able to take care of paycheck withholdings, but it’s up to you to provide the relevant information to the Office of the Attorney General.

For a comprehensive guide of your responsibilities, the Northern Mariana Islands provides the following information.

To register your business in the Northern Mariana Islands, you’ve got to keep track of a lot of moving parts. Failing to file the right forms, provide the right information, or stay on top of compliance laws can lead to serious headaches.

Capbase makes it easy. When you incorporate your Delaware corporation on Capbase, we will generate the required information needed to register to do business in the Northern Mariana Islands and keep you up to date on any required filings.

The compliance calendar inside your Capbase account will notify you of upcoming fees, reporting, or other requirements, so you can keep your startup in good standing with the Northern Mariana Islands government officials. Try Capbase now.