How to Form an LLC in North Dakota
North Dakota Secretary of State – Business Services
600 E. Boulevard Avenue, Department 108
Bismarck, ND 58505-0602
Statutory Authority: North Dakota Limited Liability Company Act — N.D. Cent. Code § 10-32 (2013)
North Dakota LLC General Filing Instructions
1. Confirm availability of company name and reserve if necessary.
2. Complete the “Articles of Organization.”
3. If paying by credit card, complete the “Credit Card Authorization.”
4. Prepare a Letter of Transmittal.
5. Submit your completed documents, along with a photocopy and your filing fees, to the North Dakota Secretary of State.
North Dakota Articles of Organization
The following information is legally necessary and sufficient to form a limited liability company in North Dakota:
1. Company name
2. Registered agent name and address
3. Effective date
5. Business purpose
6. Name, address, and signature of each incorporator
8. Contact person name, email address, and daytime telephone
North Dakota LLC Fee Schedule
Reserve Name Application: $10.00
Articles of Organization: $135.00
Certificate of Authority: $$135.00
Certified Copy: $15.00 plus $5.00 search of records fee
Annual Report: $50.00
Articles of Dissolution: $20.00
Your company name must end with a limited liability company designator. In Montana the specific Limited liability company designators are: “Limited Liability Company” “L.L.C.” “LLC”.
Conduct an entity name search on the North Dakota Secretary of State’s website to confirm the availability of your company name.
If the name you want is available you can reserve it for 12 months by filing a “Reservation of Business Name” and paying a name reservation fee of $10.00. NOTE: Reserving your name is optional.
The registered agent maintains a physical presence in the state to accept service of process, annual report notices, and other communications directed to the company and to forward the same to the company to which the service, notice, or communication is directed.
North Dakota requires that every business entity have and maintain a registered agent in the state. The registered agent may be either a North Dakota resident or active North Dakota business entity that has a North Dakota street address and consents to accept legal papers on your company’s behalf. Post office boxes and commercial personal mailboxes are not acceptable.
NOTE: Your company should not serve as its own registered agent. You can, however, personally serve as registered agent provided you are a North Dakota resident and have a North Dakota street address.
The state provided forms ask for and specify what is legally sufficient and necessary to form a North Dakota limited liability company. Nevertheless, North Dakota permits you to add other provisions to your Articles of Organization as an attachment.
The most common optional provisions are the following:
☐ Management of a limited liability company by designated managers
☐ Appointment of managers by a designated member or group
☐ Indemnification of members
☐ Indemnification of managers
☐ Right to admit new members
☐ Right to continue upon dissolution of dissociation
Post Formation and Ongoing Compliance
1. Draft and adopt an operating agreement.
2. Obtain a federal employer identification number by completing IRS Form SS-4.
3. If electing alternative tax entity filing status complete IRS Form 8832.
4. Open company bank account.
5. Create and maintain company records book.
6. File Annual Report
Registering as a Foreign Entity
1. Complete the “Certificate of Authority Foreign Limited Liability Company Application.”
2. Attach a current Certificate of Good Standing or Certificate of Existence verifying corporate existence certified by the organizing officer of the state of organization.
3. If paying by credit card complete the “Credit Card Payment Authorization.”
4. Submit the completed documents, along with the $145.00 filing fee, to the North Dakota Secretary of State.
Dissolving a North Dakota LLC
1. If your company has never accepted any contributions and has no unpaid debt, complete the “Articles of Dissolution and Termination by Organizers.”
2. If your company has accepted contributions or has incurred debt, you must submit a “Notice of Dissolution before you can file “Articles of Dissolution and Termination by Members.”
3. Once you have submitted the “Notice of Dissolution, if your company chooses to give notice to creditors, you may file “Articles of Dissolution and Termination by Members” if the following conditions are met:
- There cannot be any pending legal, administrative, or arbitration proceedings by or against the limited liability company, or adequate provision must have been made to satisfy any judgment, order or decree that may be entered against it in a pending procedure
4. Once you have submitted the “Notice of Dissolution, if your company chooses not to give notice to creditors, you may file “Articles of Dissolution and Termination by Members” if the following conditions are met:
- It has been at least 90 days since notice was given to creditors and claimants
- It has been at least 60 days since a claim was rejected and the claimant has not pursued other remedies
- 180 days have elapsed since the corporation filed the Intent to Dissolve
- Payment must have been made to all known creditors and claimants or adequate provision has been made for payment or discharge
- Any remaining property, assets, and claims of the limited liability company must have been distributed among its shareholders, or adequate provision be made for that distribution
- There are no pending proceedings by or against the limited liability company, or adequate provision must have been made to satisfy any judgment, order or decree that may be entered against it in a pending proceeding
Submit the appropriate documents, along with the filing fees, to the North Dakota Secretary of State.