A limited liability company (LLC for short) is a way to legally structure a business. It combines the limited liability of a corporation with the flexibility and lack of formalities provided by a partnership or sole proprietorship. Any business owner who seeks to limit his or her personal liability for business debts and lawsuits should consider forming an LLC.
Here are the steps you need to take to form an LLC in North Dakota. For more information on how to form an LLC in any state, see Nolo's article How to Form an LLC.
Under North Dakota law, an LLC name must contain the words "Limited Liability Company" or one the abbreviations: "L.L.C." or "LLC."
Your LLC’s name must be distinguishable from the names of other business entities already on file with the North Dakota Secretary of State. Names may be checked for availability at the North Dakota Secretary of State business name database.
You may reserve a name for 12 months by filing a Reserve Name Application (SFN 13015) with the North Dakota Secretary of State. The application may be filed online or by postal mail or fax. The filing fee is $10.
Every North Dakota LLC must have an agent for service of process in the state. This is an individual or business entity that agrees to accept legal papers on the LLC’s behalf if it is sued. The registered agent may be a North Dakota resident, or a domestic or foreign corporation or LLC authorized to do business in North Dakota. The registered agent must have a physical street address in North Dakota. The North Dakota Secretary of State has lists of registered agents at its website.
A North Dakota LLC is created by filing Articles of Organization (SFN 58701) with the North Dakota Secretary of State. The articles must include:
The articles may be filed online at the North Dakota Secretary of State FirstStop website or by postal mail or fax. The filing fee is $135.
An LLC operating agreement is not required in North Dakota but is highly advisable. The Operating Agreement is the primary document that establishes the rights, powers, duties, liabilities, and obligations of the members among themselves and to the LLC. The Operating Agreement is purely an internal document and is not filed with the Secretary of State. If an existing or newly created LLC does not adopt an operating agreement, its existing articles of organization, bylaws or operating agreement, and/or its member control or limited liability company agreement will collectively become its operating agreement.
For help creating an LLC operating agreement, see Form Your Own Limited Liability Company, by Anthony Mancuso (Nolo) or use Nolo’s Online LLC. If an operating agreement is created, it need not be filed with the Articles of Organization.
Additional tax and regulatory requirements may apply to your LLC. These may include:
EIN: If your LLC has more than one member, it must obtain its own IRS Employer Identification Number (EIN), even if it has no employees. If you form a one-member LLC, you must obtain an EIN for it only if it will have employees or you elect to have it taxed as a corporation instead of a sole proprietorship (disregarded entity). You may obtain an EIN by completing an online EIN application on the IRS website. There is no filing fee.
Business Licenses: Depending on its type of business and where it is located, your LLC may need to obtain other local and state business licenses. For local licenses, check with the clerk for the city where the LLC's primary place of business is located (or county if it is in an unincorporated area). For state license information, Business Licensing section of the nd.gov website. For more information, see Nolo's article How to Get a Small Business License in North Dakota.
State Tax Commissioner: In some cases, for example if you have employees or will be selling goods and collecting sales tax, you’ll need to register with the North Dakota Office of the State Tax Commissioner (also called the Tax Department). In most cases, you can register on paper (Form SFN 59507) or online. For more information on North Dakota LLC tax registration, see Nolo's article North Dakota LLC Annual Filing Requirements.
Domestic and Foreign North Dakota LLCs must file an annual report with the North Dakota Secretary of State by November 15th of each year. The first annual report is due the year following that in which the LLC was initially registered with the Secretary of State. You can file the annual report online at the Secretary of State FirstStop page. The filing fee is $50. For more information on North Dakota LLC annual reports, see Nolo's article North Dakota LLC Annual Filing Requirements.
All of the paperwork and procedural steps to start a limited liability company in North Dakota can be done online using Nolo's North Dakota Online LLC Formation application.
To do business in North Dakota, all LLCs organized outside of the state must register with the North Dakota Secretary of State. Foreign LLCs must appoint a registered agent for service of process physically located in North Dakota. To register, file a Certificate of Authority Foreign Limited Liability Company Application (SFN 19381). The application may be filed online or by mail or fax. The filing fee is $135.
The completed application must be accompanied by a certificate of existence or good standing from the foreign LLC’s home state, dated no more than 90 days before the date of the application.
Before filing, make sure the LLC’s name is available in North Dakota by checking the North Dakota business name database. If the name is not available, the foreign LLC must adopt a trade name for use in North Dakota. The trade name must be registered with the Secretary of State by filing a Trade Name Registration (SFN 13401) form and paying a $25 fee.