Overview
| Field | Value |
|---|---|
| Region | Asia-Pacific |
| ISO 3166-1 | FM / FSM |
| Registry | FSM Registrar of Corporations |
| Last updated | 2026-06-10 |
Identifiers
Collect two identifiers from each business customer in Micronesia and submit them as strings on the application body.| API field | Local name | Issuer |
|---|---|---|
businessInfo.taxId | Taxpayer Identification Number (TIN) | Division of Customs and Tax Administration (CTA), Department of Finance and Administration (DoFA) |
businessInfo.businessEntityId | Corporation Registration Number | FSM Registrar of Corporations, Department of Justice |
Sector regulators
FSM Banking Board · FSM Insurance Board · Division of Customs and Tax Administration (CTA/DoFA) · FSM Financial Intelligence Unit (FIU, Department of Justice)
Legal structures
| Local name | Abbreviation | Description |
|---|---|---|
| Domestic Business Corporation | Corp. | For-profit entity incorporated under FSM Code Title 36 Chapter 1 by Presidential charter; requires articles of incorporation filed with the FSM Registrar of Corporations; minimum three directors (no residency requirement); share capital structure; 100% foreign ownership permitted. Bylaws are optional. Closest US equivalent: C-Corp. |
| Major Corporation | — | Special national corporate form established under FSM Code Title 36 Chapter 2 and taxed under Title 54 Chapter 3 (Corporate Income Tax Act of 2004); defined as a corporation not principally engaged as an FSM bank, incorporated after 2005-01-01, with shareholders’ equity of USD 1 million or more (or control-group equity of USD 10 million or more); required to be incorporated nationally; subject to reporting to the Secretary of Finance within 60 days of formation; annual report to the Registrar due by 30 June. Widely used as an international holding and captive-insurance vehicle. Closest US equivalent: C-Corp. |
| Nonprofit Corporation | — | Association incorporated under FSM Code Title 36 Chapter 1 for any lawful purpose other than pecuniary profit; stock or nonstock variants permitted; Presidential charter required; subject to the same audit and inspection provisions as for-profit corporations. Closest US equivalent: Nonprofit Corporation. |
| Cooperative | — | Member-owned business entity permitted under FSM Code Title 36 Chapter 1; use of the term ‘cooperative’ is restricted to entities that comply with the statutory cooperative provisions; commonly used for agricultural, fisheries, and credit-union purposes. Closest US equivalent: Cooperative. |
| Credit Union | — | Cooperative savings and loan association whose name may include the term ‘credit union’ only if formed in compliance with FSM Code Title 36; regulated separately from commercial banks. Equivalent to a US Credit Union. |
| General Partnership | GP | Two or more persons carrying on business together; governed by the Corporation, Partnership and Association Regulations retained in FSM national law via the Transition Clause of the FSM Constitution (derived from Trust Territory regulations, 37 TTC 52); all general partners bear unlimited joint and several liability. Registration with the Registrar of Corporations and annual exhibit of affairs required. Closest US equivalent: General Partnership (GP). |
| Limited Partnership | LP | Partnership with one or more general partners bearing unlimited liability and one or more limited partners whose liability is capped at their capital contribution; available under FSM national law framework; registered with the Registrar of Corporations. Closest US equivalent: Limited Partnership (LP). |
| Sole Proprietorship | — | Single individual carrying on business under their own name or a trade name; no separate legal entity; registered with the Department of Finance and Administration (DoFA) via a Business Registration Form for gross revenue tax purposes; foreign nationals require a Foreign Investment Permit from the Department of Administrative Services. Equivalent to a US Sole Proprietorship. |
| Captive Insurance Company | — | Specialist entity formed under the FSM Captive Insurance Act of 2006 (Public Law 14-66, as amended by PL 14-88, PL 15-34, PL 16-17, codified at Title 37 Chapter 10); three licence classes (Class 1: pure captive insuring parent/affiliates; Class 2: parent/affiliates plus related third-party businesses; Class 3: multiple corporate captive group structure) based on coverage scope; licensed and supervised by the FSM Insurance Board; must be incorporated as an FSM Major Corporation; primarily used by Japanese multinational companies. Requires Certificate of Authority from the FSM Insurance Board. Closest US equivalent: Captive Insurance Company (special-purpose insurer). |
| Branch of Foreign Corporation | — | Foreign corporation registered to conduct business in the FSM; registration form filed with the FSM Registrar of Corporations (FSM Branch Registration); not a separate legal entity — the foreign parent remains fully liable; noncitizen business operators also require a Foreign Investment Permit from the Department of Administrative Services (FSM and state-level). Individual states (Pohnpei, Chuuk, Yap, Kosrae) may require separate state-level registration and business permits. Closest US equivalent: Foreign corporation branch/registered agent. |
How documents combine
For each evidence area, this table shows whether the listed documents are alternatives (any one of) or a bundle (all required). The artifact-by-artifact lookup follows below.| Evidence area | Documents needed |
|---|---|
| Legal Registration | Certificate of Incorporation |
| Constitutive Documents | Articles of Incorporation (optional: Corporate Bylaws) |
| Tax Registration | Tax Registration Confirmation |
| Operating Permit | State Business Licence (optional: Foreign Investment Permit) |
| Ownership Records | Any one of: Register of Shareholders · Annual Report to Registrar |
| Governance Records | Annual Report to Registrar |
| Signing Authority | Any one of: Board Resolution · Power of Attorney |
| Address | Any one of: Lease Agreement · Utility Bill · Bank Statement |
| Good Standing | Certificate of Good Standing |
Documents to collect
The physical documents you’ll collect from your customer, with the evidence area each one proves. One document can prove multiple areas — for example, Brazil’s Cartão CNPJ covers both tax and business-registration proof, so it appears once with both areas listed.| Document | Proves |
|---|---|
| Certificate of Incorporation | Legal Registration |
| Articles of Incorporation | Constitutive Documents |
| Corporate Bylaws | Constitutive Documents |
| Tax Registration Confirmation | Tax Registration |
| State Business Licence | Operating Permit |
| Foreign Investment Permit | Operating Permit |
| Register of Shareholders | Ownership Records |
| Annual Report to Registrar (shareholders section) | Ownership Records |
| Annual Report to Registrar (directors section) | Governance Records |
| Board Resolution | Signing Authority |
| Power of Attorney | Signing Authority |
| Lease Agreement | Address |
| Utility Bill (≤90 days old) | Address |
| Bank Statement (≤90 days old) | Address |
| Certificate of Good Standing | Good Standing |
| Sector-Specific License | Banking Licence, Certificate of Authority (Captive Insurance), Domestic Insurance Licence |
Collection notes
- Legal Registration: Issued by the FSM Registrar of Corporations (Department of Justice) within approximately one week of filing notarised Articles of Incorporation under FSM Code Title 36 and the Corporate Registry Act (Public Law 13-70, 2005). Includes company name, registration number, date of charter, and presidential approval. For Major Corporations, an Initial Report to the Secretary of Finance is additionally due within 60 days. The Registrar maintains an online corporation listing at roc.doj.gov.fm; the registry has no publicly searchable API. Sole proprietorships register with DoFA rather than the Registrar.
- Constitutive Documents: Articles of Incorporation filed with the FSM Registrar of Corporations at formation under FSM Code Title 36 s.103; must include corporate name, principal office, duration, purposes, capitalisation, incorporators (minimum one), initial directors and officers (minimum three directors), management structure, voting rules, liquidation, and amendment procedure. Bylaws are optional per s.104 — a company may operate under default statutory rules. For Major Corporations, a standard bylaws template is available via MRA Advisors (the Registrar’s contracted Registration Advisor).
- Tax Registration: The Division of Customs and Tax Administration (CTA) within DoFA issues TINs under Title 54 Chapter 8 s.806 (added by Public Law 22-190, 2023). Domestic businesses subject to the quarterly Business Gross Revenue Tax (GRT) — rate: USD 80 on first USD 10,000, then 3% of excess; exempt if annual revenue below USD 2,000 — register with DoFA. Major Corporations are instead subject to Corporate Income Tax under Title 54 Chapter 3 and file an annual CIT return (due 15th day of 4th month after fiscal year end). The FSM Revenue Management System (RMS) launched 2025-07-01 enables online TIN registration and electronic filing. No formal ‘TIN Certificate’ document in the traditional sense has been publicly confirmed; a tax registration confirmation from DoFA/CTA is the operative proof.
- Operating Permit: The FSM has no single national general trading licence. Each of the four states (Pohnpei, Chuuk, Yap, Kosrae) issues its own business licence or permit for operations within that state. Foreign nationals and any business entity with foreign ownership must also hold a Foreign Investment Permit issued by the FSM Department of Administrative Services (national level, USD 250 first-time / USD 150 renewal) and a state-level Foreign Investment Permit. The ‘traffic light’ system (red/amber/green) governs which sectors are open, restricted, or prohibited to foreign investment on a state-by-state basis.
- Sector-Specific License: Banking licences issued by the FSM Banking Board under Title 29 FSMC (Bank Act 1980); covers banks and deposit-taking institutions. Insurance licences (domestic and captive) issued by the FSM Insurance Board under Title 37 FSMC (Insurance Act 2006, PL 14-66 as amended); captive insurers hold a Certificate of Authority with a class designation (Class 1, 2, or 3). No FSM-level securities regulator has been identified; the FSM does not have a securities exchange. Money services / payment businesses are not separately licensed at the national level beyond the Foreign Investment Permit and GRT registration.
- Governance Records: Names of initial directors and officers are filed with the Registrar at incorporation under Title 36 s.103. Nominees may be used at formation with subsequent replacement for privacy. There is no mandatory public register of current directors separate from the Annual Report to the Registrar; nominee directors are permitted and director changes are generally not filed between annual reports. The Annual Report (due 30 June) includes current director and officer information.
- Signing Authority: Board resolution authorising a signatory is standard practice; no statutory prescribed form under FSM law. Power of attorney may be used as an alternative. Note: FSM has NOT ratified the Hague Apostille Convention — documents for international use must be legalised through Micronesian consulates rather than via apostille.
- Address: Conduit universal policy: lease (no time bound) OR utility bill OR bank statement, with utility/bank dated within 90 days. Same evidence satisfies both registered-address and operating-address checks. FSM has limited utility infrastructure; bank statements from the Bank of the Federated States of Micronesia (BFSM) or Bank of Guam (BOG) are common substitutes.
- Good Standing: Issued by the FSM Registrar of Corporations on application; confirms a company’s active status, solvency, and compliance with FSM corporate law. Application form available at roc.doj.gov.fm; processing time not officially published but industry sources cite 7–14 working days. Fees apply. FSM has not ratified the Hague Apostille Convention — for international use certificates must be legalised through Micronesian consulates.
Person roles
When you submit a person on the application body, set theirrole to one of Conduit’s canonical BusinessPersonRole values. Use this table to map a local corporate-governance title onto the right canonical role.
| Local role | Canonical API role | Description |
|---|---|---|
| Director | CONTROLLING_PERSON | Appointed officer responsible for management of the corporation under FSM Code Title 36; minimum three directors required; no residency requirement; names filed with the Registrar at incorporation and reported annually. |
| Officer | CONTROLLING_PERSON | Corporate officer (President, Secretary, Treasurer, etc.) named in the Articles of Incorporation or bylaws; exercises day-to-day executive authority; reported to the Registrar. |
| Authorized Signatory / Attorney | LEGAL_REPRESENTATIVE | Person authorised by board resolution or notarised power of attorney to act on behalf of the corporation. |
Notes
- FSM has two distinct corporate tiers: domestic corporations (Presidentially chartered under Title 36 Chapter 1, subject to gross revenue tax) and Major Corporations (Title 36 Chapter 2 / Title 54 Chapter 3, subject to corporate income tax). Conduit will predominantly see Major Corporations, which are FSM’s primary international holding and captive-insurance vehicle. Verify which tier applies before assessing tax documents.
- FSM has NOT ratified the Hague Apostille Convention. Documents required for international legal use must be legalised through Micronesian consulates. Do not accept apostille-stamped FSM documents — reject and request consular legalisation.
- Each of the four FSM states (Pohnpei, Chuuk, Yap, Kosrae) maintains its own business licensing and foreign investment permit requirements. A business operating in multiple states must hold state permits in each. Confirm state-level licence status in addition to national ROC registration.
- Nominee directors and shareholders are expressly permitted under FSM corporate practice; shareholder identity may not be on the public record. The company’s internal register of shareholders (not filed publicly) is the primary BO evidence source. Request the internal register directly from the entity.
- FSM corporations do not require a minimum share capital. 100% foreign ownership is permitted nationally. No withholding tax on dividends or interest; no gift or inheritance tax; no tax treaties with other nations — tax-neutral features make FSM an offshore holding jurisdiction.
- The FSM Revenue Management System (RMS) went live 2025-07-01; TINs can now be claimed or registered online via the DoFA portal. For corporations incorporated before RMS go-live, confirm TIN claim status.
- Document legalisation constraint: registry extracts obtained via third-party agents (e.g. Schmidt & Schmidt) require consular legalisation and may take 7–14 days at source plus additional time for consular processing. Budget lead time accordingly.