How to Incorporate in North Dakota!

North Dakota Secretary of State – Business Services
600 E. Boulevard Avenue, Department 108
Bismarck, ND 58505-0602

701.328.4284 telephone
701.328.2992 facsimile

Statutory Authority: North Dakota Business Corporations Act — N.D. Cent. Code § 10-19.1 (2013)

North Dakota Incorporation General Filing Instructions

1. Confirm availability of company name and reserve if necessary.
2. Complete the Articles of Incorporation.
3. If paying by credit card complete the “Credit Card Payment 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 Incorporation

The following information is legally necessary and sufficient to form a for-profit corporation in North Dakota:

1. Company name
2. Registered agent name and address
3. Effective date
4. Business purpose
5. Number, class, and par value of authorized shares
6. Name and address of each incorporator
7. Signature of each incorporator
8. Date
9. Contact person name, daytime telephone, and email

North Dakota Incorporation Fee Schedule

Reserve Name Application: $10.00
Articles of Incorporation: $100.00
Certificate of Authority: $145.00
Certified Copy: $15.00 plus $5.00 search of records fee
Annual Report $25.00
Intent to Dissolve: $10.00
Dissolution: $20.00

Company Name

Your company name must end with a corporate designator. In North Dakota the specific corporate designators are: “Incorporated” “Corporation” “Company” “Limited” “Inc.” “Corp.” “Co” “Ltd.”

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.

Registered agent

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.

Optional provisions

The state provided forms ask for and specify what is legally sufficient and necessary to form a North Dakota corporation. Nevertheless, North Dakota permits you to add other provisions to your Articles of Incorporation as an attachment.

The most common optional provisions are the following:

☐ Terms and qualifications of directors
☐ Terms and qualifications of officers
☐ Indemnification of directors
☐ Indemnification of officers
☐ Powers, rights, and responsibilities of shareholders
☐ Powers, rights and responsibilities of directors
☐ Powers, rights, and responsibilities of officers
☐ Designation of different classes of stock
☐ Preemptive rights
☐ Cumulative voting rights
☐ Close corporation election

Post formation and ongoing compliance

1. Draft and adopt bylaws.
2. Hold initial organizational meeting.
3. Obtain a federal employer identification number by completing IRS Form SS-4.
4. If electing S corporation status complete IRS Form 2553.
5. Open company bank account.
6. Create and maintain company records book.
7. Hold annual meetings.
8. File Annual Report.

Registering as a Foreign Entity

1. Complete the “Certificate of Authority Foreign Corporation Application.”
2. Attach a current Certificate of Good Standing or Certificate of Existence verifying corporate existence certified by the incorporating officer of the state of incorporation.
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 Corporation

1. A majority of the directors or incorporators can dissolve a corporation if the company has never issued shares, been paid for shares, and has no unpaid debts. Complete the “Articles of Dissolution Prior to Issuance of Shares.”
2. If your corporation has issued shares and commenced business, you must first complete and file “Intent to Dissolve” when a majority of the shareholders entitled to vote, or the board when there are no outstanding shares, adopt a resolution to dissolve.
3. After the “Intent to Dissolve has been filed you can file “Articles of Dissolution as long as the following conditions are met:

  • Payment has been made to all known creditors and claimants
  • 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
  • Any remaining property or assets of the corporation have been distributed among the shareholders
  • There are no pending proceedings against the corporation, or adequate provisions have been made to satisfy any judgment, order or decree that may be entered against it in a pending proceeding

4. Submit the appropriate documents, along with the filing fees, to the North Dakota Secretary of State.

How to Incorporate in North Dakota
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