How to form an LLC in North Dakota

You can form an LLC in North Dakota for $135 in state filing fees, and the ongoing cost of running one stays low. Formation also requires a registered agent with an in-state street address and a $50 annual report due before November 16 each year (effectively by November 15, since the statute measures the deadline as "before" the 16th). The state charges no franchise tax, and LLCs taxed as pass-through entities pay no North Dakota income tax at the entity level.

The North Dakota Century Code governs formation, and the Secretary of State does not publish a guaranteed processing timeline; check the FirstStop portal for current estimates. The Office of State Tax Commissioner also offers sales tax exemptions for manufacturing equipment and certified primary sector businesses, covered in Step 5.

North Dakota LLC formation requirements

The Secretary of State accepts your filing once you have a compliant name, a registered agent with a North Dakota address, Articles of Organization, and the $135 fee.

Filing fees and processing

The $135 formation fee appears on the SOS LLC page and in NDCC § 10-32.1-92(1). The SOS publishes no processing time or expedited tier, so confirm current timing with SOS Business Services.

Step-by-step LLC formation process

Clear the name first, appoint the registered agent, then file the Articles, which need both in place.

Step 1: Choose and reserve your LLC name

Under NDCC § 10-32.1-11, the name must contain "limited liability company," "LLC," or "L.L.C.," use ASCII characters, and be distinguishable in SOS records from other entities and registered names.

You can reserve a name for 12 months and renew it (§ 10-32.1-12). To use a different trade name, file a Trade Name Registration under NDCC ch. 47-25, which costs $25 and lasts five years, renewable within 90 days before expiration under § 47-25-04(1).

A PLLC name may use "professional limited liability company" or "limited liability company," or the abbreviations "PLC," "P.L.C.," "P.L.L.C.," "PLLC," "LLC," or "L.L.C." It also files a Certificate of Professional License (SFN 13610) from the licensing board covering every governor and member who will practice in the state. NDCC § 10-31-13(5) and (6) let the SOS collect an extra $1,000 specifically when a PLLC's ownership includes minority or non-licensed interests that render more than one professional service; this is separate from the unrelated $1,000 fee for inclusion on the SOS Commercial Registered Agent Listing.

Step 2: Appoint a registered agent

Every North Dakota LLC must have a North Dakota registered agent and registered office under NDCC § 10-32.1-16, and losing one is a ground for involuntary termination under NDCC § 10-32.1-90.

The agent needs an actual street address or rural route box number in the state under the Registered Agents Act (§ 10-01.1-04), and the agent has to agree to the appointment before you name them. The SOS registered agent page confirms a physical North Dakota address is required. Without a working agent, legal documents and state notices go to an address nobody checks, and a default judgment can land before anyone at the company knows a case was filed.

If the agent lapses, the SOS serves written notice and administratively dissolves the LLC if the problem is not fixed within 60 days after the notice is mailed, per NDCC § 10-32.1-90(c). Under NDCC § 10-01.1-11, an agent's resignation takes effect on the 31st day after filing or when a new agent is appointed, whichever comes first.

Step 3: File Articles of Organization

The Articles of Organization legally create your LLC. NDCC § 10-32.1-20(2) requires four items:

• Your exact LLC name, compliant with § 10-32.1-11

• The name of a commercial registered agent, or the name and address of a noncommercial agent

• The principal executive office address

• The name and address of each organizer

One or more organizers age 18 or older sign and file the Articles with the fee, and the Articles may set an effective date up to 90 days out. File through the FirstStop portal, the channel the SOS describes for LLC formation.

Step 4: Create an Operating Agreement

North Dakota does not require an operating agreement. Under NDCC § 10-32.1-13, it governs internal affairs, may be written, oral, or implied, and is not filed with the state. Where it is silent, the chapter governs.

Those defaults may not match your intentions. Without contrary terms, the LLC is member-managed and each member's voting power tracks their distribution interest (§ 10-32.1-39). Profits and losses are allocated in proportion to the value of contributions (§ 10-32.1-30.1). A single-member LLC uses the agreement to document the separation between personal and business affairs. Setting member roles and authority in writing also heads off later disputes.

Key provisions to include are ownership percentages and initial capital contributions, management structure and decision-making authority, profit-and-loss distribution, and transfer and buyout terms.

Step 5: Obtain required licenses and permits

North Dakota has no general state business license. The Secretary of State licenses contractors, home inspectors, and lobbyists. The Attorney General licenses alcoholic beverage retailers, charitable gaming, and transient merchants, and cities and counties may add their own requirements. Industries that commonly need licensing here include professional services, food service and retail, construction and contracting, and transportation and logistics. PLLCs need current licensing from the relevant North Dakota board.

A multi-member LLC, an LLC with employees, and an LLC filing excise tax forms all need an EIN; a single-member disregarded LLC with no employees does not, though it may want one for banking or state tax purposes, according to the IRS. Apply for an EIN from the IRS after formation; the application is free and the online tool issues the number immediately.

Register for a sales tax permit through ND TAP if you sell taxable products or services. For remote sellers, the ND tax commissioner requires collection only once taxable sales into the state exceed $100,000 in the current or previous calendar year, starting the next calendar year or 60 days after the threshold is crossed, whichever comes first. The former 200-transaction test was repealed effective July 1, 2019.

Exemptions cover manufacturing and agricultural processing machinery at new or expanding plants and computer and telecommunications equipment for a new primary sector business, which needs Department of Commerce certification, both under NDCC § 57-39.2-04.3.

North Dakota LLC ongoing compliance requirements

The annual report is due before November 16 each year and costs $50, and an LLC that goes six months past the deadline is terminated by operation of law.

• Annual report: the first is due before November 16 of the year after the Articles took effect (NDCC § 10-32.1-89(3)); farming, ranching, and ALF LLCs file by April 15 instead. After November 15, the SOS registration maintenance page adds a $50 late fee, for $100 total, and the LLC loses good standing. Reinstatement after termination costs $135 plus the past-due report.

• PLLC certification: the annual report must list every manager, governor, and member, state that practicing members are licensed, and go in copy to the licensing board (§ 10-31-13(2)). North Dakota also now requires a notarized Certificate of Professional License (SFN 13610) with the PLLC annual report on an ongoing basis; confirm the exact filing cycle this took effect with the SOS or the relevant licensing board.

• Pass-through tax treatment: for LLCs treated as passthrough entities, North Dakota law provides that income, deductions, and credits pass through to the owners. For the current tax year, members are subject to North Dakota's individual income tax brackets, which run from 0% up to a top rate of 2.5%; confirm current thresholds each year, since they adjust periodically. North Dakota has no franchise tax. Partnership-taxed LLCs generally file Form 58 by April 15, tracking the federal deadline, and S corporation LLCs generally file Form 60 by the same date; confirm against current North Dakota instructions each year. Partnerships must withhold for any nonresident member whose North Dakota distributive share exceeds $1,000.

Keep your registered agent in place and file an amendment ($50 per the SOS LLC page) whenever your Articles information changes.

Automate your North Dakota LLC formation and annual reports with Discern

Forming a North Dakota LLC means tracking the Articles of Organization filing, keeping a registered agent in place, and hitting the annual report deadline every year, on top of any PLLC licensing certifications. For compliance teams managing entity portfolios across multiple states, Discern handles registered agent coverage, annual report filings, and foreign registrations from a single platform, keeping SOS compliance separate from any industry-specific licensing obligations.

Businesses that operate in North Dakota alongside other states can extend the same registered agent, annual report, and foreign registration workflows across every jurisdiction where they hold an entity, rather than tracking each state's deadlines separately.

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FAQs about LLC formation in North Dakota

These answers cover the questions founders and compliance teams ask most often about North Dakota LLC formation.

How long does LLC formation take in North Dakota?

The Secretary of State does not publish a guaranteed processing timeline or an expedited service tier. Confirm current turnaround with SOS Business Services or the FirstStop portal before relying on any specific number.

Can I be my own registered agent in North Dakota?

Yes, in most cases: a noncommercial agent can be an individual with an actual North Dakota street address or rural route box number, since a P.O. box does not satisfy § 10-01.1-04. Many owners still use a professional agent for privacy and to guarantee someone is present during business hours.

Do I need an attorney to form an LLC in North Dakota?

No. The Articles require only four items under § 10-32.1-20(2). Complex ownership or PLLC licensing-board steps may still warrant attorney help, especially for an operating agreement that overrides the statutory defaults.

What's the difference between Articles of Organization and Operating Agreement?

Articles of Organization are filed with the state to create the LLC and are public record. The operating agreement is your internal contract covering member relationships, ownership percentages, and management procedures; under § 10-32.1-13 it may be written, oral, or implied, and it stays private.