North Dakota's annual report updates essential company details with the state, like your principal address, registered agent, and current management roster. The Secretary of State uses this information to keep your entity "active" and in good standing, a status that lenders, investors, and large vendors check before doing business with you.

This filing is mandatory. Most registered business entities in North Dakota, including corporations, LLCs, nonprofits, limited partnerships, and their foreign counterparts, must submit an annual report through the Secretary of State's FirstStop system. Sole proprietorships and general partnerships are not required to file annual reports.

According to the ND SOS news release, filing fees vary by entity type, ranging from $10 for nonprofits to $50 for LLCs. The state has also warned businesses about misleading third-party solicitations that charge inflated fees for this straightforward filing.

Who must file?

If you registered any kind of business entity with the North Dakota Secretary of State, you almost certainly need to file an annual report to stay in good standing. The state's registration page makes it clear that the obligation covers both domestic entities formed in North Dakota and foreign entities merely qualified to do business here.

Required filers include:

• Domestic corporations (for-profit)

• Foreign corporations authorized in North Dakota

• Domestic and foreign LLCs, including professional and farm/ranch LLCs

• Nonprofit corporations and nonprofit LLCs

• Limited partnerships and their liability-limited variants (LP, LLP, LLLP, PLLP)

• Professional corporations and other statutorily "professional" entities

• Cooperative corporations (domestic and foreign)

You're exempt if you operate as a general partnership that has never registered another entity type, or as a sole proprietorship (unless you later formed an LLC or corporation). Entities that have been formally dissolved, withdrawn, or merged out of North Dakota are also exempt. Per sos.nd.gov, unincorporated nonprofits that have not filed articles with the SOS are likewise exempt.

North Dakota does not care who presses the "file" button, just that someone authorized does it. This could be an owner, officer, member, manager, your registered agent, attorney, accountant, or a third-party compliance service.

How to file

North Dakota expects annual reports to be filed online through the Secretary of State's FirstStop portal. For nonprofits, online filing is explicitly required. The process is simple:

• Visit FirstStop, sign in (or create an account using a PIN or NDLogin), and search for your business by name or ID number.

• Click "File Annual Report" and check the pre-filled information, updating anything that has changed: address, agent, officers, or governors.

• Fill in any blank fields the system flags, double-check everything, and pay by credit card or e-check.

• Download your confirmation and receipt before closing.

If you have unusual circumstances or need assistance with filing, contact the Secretary of State's office directly. Note that ALF (authorized livestock farm) corporations and ALF LLCs cannot file through the FirstStop Portal and must contact the SOS office to request the form, per the sos.nd.gov corporation page.

Due dates and deadlines

North Dakota uses fixed calendar dates rather than anniversary dates for annual reports, so all entities of the same type file simultaneously. This makes planning easier but creates traffic jams at deadline time.

Per the sos.nd.gov maintain registration page, "For a new business, the first annual report is due in the year following the calendar year in which the business was first registered."

FirstStop typically opens for annual report filings several weeks before the deadline; the Secretary of State does not publish a guaranteed early-filing window, so check the portal for current availability. North Dakota law does not provide a formal extension process for business annual reports.

Instead, late fees and "Not Good Standing" status apply after the statutory due date, and continued non-compliance can lead to termination or revocation.

Filing fees

North Dakota keeps annual report fees straightforward, though they vary by entity type. The state charges the same amount whether you file online or by mail:

These figures match the current SOS Maintain Registration page; confirm the most recent fee schedule with the Secretary of State before filing, as the office adjusts amounts from time to time.

Required information

When you open FirstStop to file, you will see most fields already filled with last year's data. Your job is to check everything and update as needed before submitting. You will generally need:

• Legal name (exactly as registered)

• System ID number

• Principal office address

• Mailing address

• Registered agent information for North Dakota

• A brief description of business activities

• The filer's contact details

The remaining fields depend on your entity structure.

• For corporations, you will list every officer and director, along with their addresses. Standard business corporations do not list shareholders; farm/ranch, ALF, and professional corporations must also include shareholder information.

• LLCs focus on management instead. You will provide names and addresses for all managers, governors, or managing members.

• Nonprofit corporations and nonprofit LLCs provide the same basic information, plus include a description of organizational activities and the federal tax code for their tax exemption.

• Limited partnerships, LLPs, LLLPs, and PLLPs identify each general partner and their addresses.

Format rules are strict: North Dakota requires your registered agent office address to be a physical street address in North Dakota (no P.O. box) per NDCC § 10-01.1-04. Your principal executive office address must also be a street address, while a separate mailing address may be a P.O. box. All names must exactly match state records. Electronic signatures are acceptable, but only authorized individuals can sign.

Consequences of not filing

Miss your North Dakota annual report deadline, and the consequences escalate over time rather than all at once. Late fees attach after the statutory due date, the Secretary of State marks your entity "Not Good Standing" administratively, and involuntary termination or revocation generally follows once you remain non-compliant for the period specified by statute. The financial and operational consequences build through that window.

Late filing fees:

• Domestic corporations: Per the corporate fee schedule at NDCC § 10-19.1-147, the annual report fee escalates with delay. The on-time fee is $25; filing within 90 days after the August 1 due date raises the total to $45; filing more than 90 days late raises the total to $85.

• LLCs: A $50 late filing fee applies in addition to the $50 annual report fee once the report is past November 15, bringing the total to $100 for a late LLC filing, per NDCC § 10-32.1-92.

• Nonprofits and partnerships: Late filing fees also apply for nonprofit entities and for LP, LLP, LLLP, and PLLP filings; the SOS publishes current amounts on its fee schedule, and the governing chapters (10-33, 10-36, 45-10.2, and 45-22) set the structure.

Good standing complications:

• Certificate unavailability: Cannot obtain certificates of good standing required by lenders, landlords, and business partners

• Public record exposure: Delinquency appears in public searches, deterring vendors and investors during due diligence

• Contract enforcement issues: Non-compliant LLCs may struggle to enforce contracts in North Dakota courts

Termination, dissolution, and revocation timelines:

• Corporations: If a corporation does not file its annual report, North Dakota law requires the Secretary of State to revoke the corporate charter approximately one year after the report is due, per NDCC § 10-19.1-146.

• LLCs (domestic and foreign): An LLC that fails to file its annual report and pay the required fees within six months after the due date is subject to involuntary termination (for domestic LLCs) or revocation of authority (for foreign LLCs), with notice from the Secretary of State, per NDCC § 10-32.1-90. For LLCs with a November 15 deadline, the six-month window runs to approximately May 15 of the following year.

• Legal authority loss: Termination or revocation strips name protection and operating authority, and may affect related professional licenses held by the entity's owners or members.

Reinstatement process and costs:

Reinstatement requires filing every missed annual report, paying all accumulated late fees, and submitting a reinstatement request through FirstStop. The reinstatement fee for an LLC after involuntary termination is $135, per NDCC § 10-32.1-91, and the SOS publishes the corresponding amounts for other entity types on its fee schedule. For LLCs, the minimum total reinstatement cost is $235 ($50 base fee + $50 late penalty + $135 reinstatement fee) when one annual report year is past due.

Reinstatement must generally be completed within one year of involuntary termination. After that window closes, LLC reinstatement requires a petition to the Burleigh County district court, per NDCC § 10-32.1-91.

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FAQs about North Dakota's annual reports

Below are answers to the most common questions about the North Dakota annual report filing process.

Can I file my North Dakota annual report early?

Yes. FirstStop typically opens for annual report filings several weeks before the deadline; the Secretary of State does not publish a guaranteed early-filing window, so check the portal for current availability.

What if I notice a mistake after I submit?

Substantive changes (like changing directors, governors, or addresses) are generally made by filing amendments or updated annual reports through FirstStop.

How do I get a certificate of good standing?

Once your report shows as "Filed," you can download the certificate directly from FirstStop for a small fee. This document is required for bank loans, insurance renewals, and government contract bids.

Who is allowed to file on my behalf?

North Dakota is flexible here. You can delegate to any authorized person: an officer, member, or manager; your registered agent; an attorney, CPA, or other professional; or an automated filing and compliance service. The state only requires the signer's name and role on the report.

Can I request an extension?

North Dakota law does not provide a formal extension for business annual reports. The statutes instead impose late fees and, with continued non-compliance, Not Good Standing status and eventual termination or revocation.

Nonprofits have limited statutory provisions that allow the Secretary of State to waive penalties in certain circumstances; consult the governing nonprofit chapter (NDCC 10-33 for nonprofit corporations or 10-36 for nonprofit LLCs) and the SOS office to confirm whether your situation qualifies.

Do foreign LLCs face different risks than domestic LLCs?

The six-month statutory window before involuntary termination or revocation runs from the November 15 due date for both domestic and foreign LLCs under NDCC § 10-32.1-90. Multi-state fund structures using foreign LLCs in North Dakota should plan around that May-of-the-following-year cutoff when building compliance calendars.