Title 4, Economic Resources

Dissolution by Incorporators or Initial Directors. A majority of the incorporators of initial directors of a corporation that has not issued shares or has not commenced business may dissolve the corporation by delivering to the Registrar of Corporations for filing articles of dis…

Dissolution by Board of Directors and Shareholders. (a) A corporation’s board of directors may propose dissolution for submission to the shareholders. (b) For a proposal to dissolve to be adopted: (1) The board of directors determines that because of conflict of interest or other…

Articles of Dissolution. (a) At any time after dissolution is authorized, the corporation may dissolve by delivering to the Registrar of Corporations for filing articles of dissolution setting forth: (1) The name of the corporation; (2) The date dissolution was authorized; (3) If…

Revocation of Dissolution. (a) A corporation may revoke its dissolution within 120 days of its effective date. (b) Revocation of dissolution must be authorized in the same manner as the dissolution was authorized unless that authorization permitted revocation by action of the boa…

Effect of Dissolution. (a) A dissolved corporation continues its corporate existence but may not carry on any business except that appropriate to wind up and liquidate its business and affairs, including: (1) Collecting its assets; (2) Disposing of its properties that will not be…

Known Claims Against Dissolved Corporation. (a) A dissolved corporation may dispose of the known claims against it by following the procedure described in this section. (b) The dissolved corporation shall notify its known claimants in writing of the dissolution at any time after …

Unknown Claims Against Dissolved Corporation. (a) A dissolved corporation may also publish notice of its dissolution and request that persons with claims against the corporation present them in accordance with the notice. (b) The notice must: (1) Be published one time in a newspa…

Grounds for Administrative Dissolution. (a) The Registrar of Corporations may commence a proceeding under 4 CMC § 4612 to administratively dissolve a corporation if: (1) The corporation does not pay within 60 days after they are due any fees or penalties imposed by this part or o…

Procedure for and Effect of Administrative Dissolution. (a) If the Registrar of Corporations determines that one or more grounds exist under 4 CMC § 4611 for dissolving a corporation, he shall serve the corporation with written notice of his determination by delivering a copy to …

Reinstatement Following Administrative Dissolution. (a) A corporation administratively dissolved under 4 CMC § 4612 may apply to the Registrar of Corporations for reinstatement within two years after the effective date of dissolution. The application must: (1) Recite the name of …

Appeal From Denial of Reinstatement. (a) If the Registrar of Corporations denies a corporation’s application for reinstatement following administrative dissolution, he shall serve the corporation under 4 CMC § 4612(a) with a written notice that explains the reason or reasons for …

Grounds for Judicial Dissolution. The Commonwealth Superior Court may dissolve a corporation: (a) In a proceeding by the Attorney General if it is established that: (1) The corporation obtained its articles of incorporation through fraud; or (2) The corporation has continued to e…

Procedure for Judicial Dissolution. (a) It is not necessary to make shareholders parties to proceedings to dissolve a corporation unless relief is sought against them individually. (b) A court in a proceeding brought to dissolve a corporation may issue injunctions, appoint a rece…

Receivership or Custodianship. (a) The court in a judicial proceeding brought to dissolve a corporation may appoint one or more receivers to wind up and liquidate, or one or more custodians to manage, the business and affairs of the corporation. The court shall hold a hearing, af…

Decree of Dissolution. (a) If after a hearing the court determines that one or more grounds for judicial dissolution described in 4 CMC § 4621 exist, it may enter a decree dissolving the corporation and specifying the effective date of the dissolution, and the clerk of the court …

Deposit With Director of the Department of Finance. Assets of a dissolved corporation that should be transferred to a creditor, claimant, or shareholder of the corporation who cannot be found or who is not competent to receive them shall be reduced to cash and deposited with the …

Definitions. As used in this Act, unless the context clearly indicates otherwise: (a) “Authority” means the Commonwealth Economic Incentive Authority established by this Act. (b) “Board” means the Board of Directors of the Commonwealth Economic Incentive Authority. (c) “CNMI” or …

Economic Incentive Districts Created. (a) There are hereby created economic incentive districts in the following locations in the Commonwealth: (1) Twenty hectares of land belonging to the Commonwealth Ports Authority and situated at Saipan International Airport, the exact locati…

Admission of Raw Materials and Merchandise; Treatment; Shipment to Customs Territory; Shipment from Customs Territory. Foreign and domestic merchandise of every description, except such as is prohibited by law, may, without being subject to the customs laws of the Commonwealth, e…

Procurement. The Board shall promulgate procurement regulations for itself that ensure open and competitive procurement procedures. The purchase of all supplies, materials, and construction work with an expenditure exceeding $25,000 shall be by contract to the lowest responsible …

Applicability of Other Laws; Coordination by the Authority. (a) Except to the extent made specifically inapplicable under this Act, all provisions of Commonwealth and federal criminal and civil law and regulation otherwise applicable in the Commonwealth, including but not limited…

Movement of Goods In and Out of Economic Incentive District. (a) The Secretary of Finance shall, after consultation with the Authority, make regulations relating to: (1) the entry, removal, importation and exportation of goods, articles, machinery or other things into or out of a…

Establishment of Customs Posts in Economic Incentive District. (a) The Secretary of Finance shall, after consultation with the Authority, establish and staff customs posts in the economic incentive district, as necessary. (b) Customs officers assigned to a customs post in an econ…

Applicable Law. The Commonwealth law shall apply to any contract between the Authority and a licensee, as well as to the conduct and operations of any business or enterprise, and generally for good order and management in an economic incentive district. Source: PL 12-20, § 26; am…

Disclosure of Proprietary Information to Unauthorized Persons Prohibited. Except with the consent of a licensee or as authorized by law, no officer, agent, consultant, employee or attorney of the Authority, or any customs officer assigned to an economic incentive district shall d…

Commonwealth Economic Incentive Authority. There is in the Commonwealth government a public corporation called the Commonwealth Economic Incentive Authority to be governed by a Board of Directors. Its functions are governmental and public and it may sue and be sued in its own nam…

Commonwealth Economic Incentive Authority: Powers and Duties. In addition to the powers and duties elsewhere conferred or imposed, the Authority shall have the following powers and duties: (a) The Authority shall determine what types of specific business, industrial and commercia…

Board of Directors: Composition; Terms. (a) All powers vested in the Authority shall be exercised by a board of directors composed of nine members appointed by the Governor with the advice and consent of the Senate, at least five of whom shall represent the private sector. These …

Board of Directors: Organization and Quorum. The Board shall organize by electing one of its members as chairman and another as vice chairman. The Board shall designate a secretary to keep the minutes and records of the Board, who may or may not be a member of the Board itself. A…

Board of Directors: Reimbursements. Members of the Board are entitled to reimbursement for actual expenses incurred in the performance of their official duties, upon approval by the Board. Source: PL 12-20, § 9.

Executive Director: Appointment. The Board shall appoint an executive director to be its chief executive officer. The executive director shall serve at the pleasure of, and be compensated as determined by, the Board. Source: PL 12-20, § 13.

Executive Director: Powers and Duties. The executive director shall have the following powers and duties: (a) to aggressively market and promote the CNMI economic incentive districts internationally to businesses of the type determined by the Board by regulation to be desirable f…

Economic Incentive Authority: Accounting and Reporting. (a) The Board shall adopt and maintain a system of accounting which is in accordance with generally accepted accounting principles applicable to economic incentive districts. (b) With the concurrence and under the supervisio…

Conflict of Interest. Members of the Board, employees and agents of the Authority shall be bound by the conflict of interest provisions of Public Law 8-11, the Government Ethics Code of 1992, as amended, 1 CMC § 8531 et seq. Source: PL 12-20, § 16.

Public Land in Economic Incentive Districts: Lease Restricted to FTZ Licensees. Public land within an Economic Incentive Districts shall not be leased for any purpose except to an Economic District licensee. This restriction does not apply to preexisting uses and leases in effect…

Private Land; Pre-existing Uses. Nothing in this Act shall be construed as imposing any restraint on the use of private land within any Economic Incentive Districts by persons other than a FTZ licensee. Private land within an Economic Incentive District shall be eligible, however…

Lease of Public Land; Satisfaction of the Public Trust. In any action in a court of competent jurisdiction challenging any lease of public land in an economic incentive district as contrary to the public interest, or alleging a breach of the public trust or fiduciary duty in such…

Licenses to Operate Business in Economic Incentive District. (a) A license issued by the Economic Incentive Authority is required for any business operating or planning to operate within a economic incentive district to gain the benefits of this Act. (b) Any person may apply on t…

License Revocation. (a) No person shall establish and operate on any business, industrial or commercial activity within a economic incentive district except in conformity with all applicable laws and regulations. (b) Pursuant to the Administrative Procedure Act, 1 CMC §§ 9101 et …

Incentives to Licensed Industries. Notwithstanding any other provision of Commonwealth law, licensed economic incentive district businesses shall be: (a) exempted from the payment of Business Gross Revenue Tax, imposed by the Commonwealth pursuant to 4 CMC § 1305 on business, ind…

Insurance and Indemnification. (a) Every licensee shall undertake to hold the Authority free and harmless for any loss incurred by the licensee by reason of or ensuing from the failure in any service to the economic incentive district pertaining to the supply of water, electricit…

Authority to Transact Business Required. (a) A foreign corporation may not transact business in the Commonwealth until it obtains a certificate of authority from the Registrar of Corporations. (b) The following activities, among others, do not constitute transacting business with…

Consequences of Transacting Business Without Authority. (a) A foreign corporation transacting business in the Commonwealth without a certificate of authority may not maintain a proceeding in any court in the Commonwealth until it obtains a certificate of authority. (b) The succes…

Application for Certificate of Authority. (a) A foreign corporation may apply for a certificate of authority to transact business in the Commonwealth by delivering an application to the Registrar of Corporations for filing. The application must set forth: (1) The name of the fore…

Amended Certificate of Authority. (a) A foreign corporation authorized to transact business in the Commonwealth must obtain an amended certificate of authority from the Registrar of Corporations if it changes: (1) Its corporate name; (2) The period of time of its duration; or (3)…

Effect of Certificate of Authority. (a) A certificate authorizes the foreign corporation to which it is issued to transact business in the Commonwealth subject, however, to the right of the Commonwealth to revoke the certificate as provided in this part. (b) A foreign corporation…