Requirements for North Dakota LLCs

‍North Dakota requires specific legal steps under the Uniform Limited Liability Company Act (NDCC Chapter 10-32.1) to create a valid LLC. You'll need a unique name with proper designators, a registered agent, and properly filed Articles of Organization with the Secretary of State.

Filing incomplete or incorrect documents results in rejected applications, while ongoing non-compliance can trigger administrative dissolution, stripping your business of liability protection and legal authority to operate in the state.

1. Name requirements

Your North Dakota LLC name must include "Limited Liability Company," "LLC," "L.L.C.," or another approved abbreviation to clearly identify your entity type. North Dakota rejects Articles of Organization without this mandatory suffix, and abbreviated forms like "Limited" or "Company" alone guarantee rejection.

The name must be distinguishable from all existing business entities registered in North Dakota. Search the Secretary of State's business entity database before filing to avoid wasting the $135 filing fee on duplicate names. Restricted terms include:

• Government-affiliated words like "FBI" or "Treasury" are completely banned
• Regulated terms like "Bank," "Insurance," or "University" require proof of proper licensing
• Names that could confuse the public face rejection during review

Reserve an available name for up to one year by filing an application with a $10 fee. If operating under a different business name, register a trade name (DBA) for $25, valid for five years.

2. Registered agent requirements

North Dakota law requires every LLC to maintain a registered agent as the official contact point for legal documents, government notices, and service of process. Your registered agent must be:

• North Dakota resident (18+) or authorized business entity with North Dakota address
• Available at a physical North Dakota street address during business hours
• Present to receive documents and forward them promptly to the LLC
• Willing to provide written consent to serve

Your options:

• Serve yourself: No cost if you meet requirements, but requires consistent availability during business hours
• Commercial service: $30-$125 annually for professional document handling, privacy protection, and guaranteed availability

3. Articles of Organization requirements

Articles of Organization serve as your LLC's founding document and must be filed with the North Dakota Secretary of State before your business legally exists. The state reviews every detail, so accuracy prevents costly delays and rejections. Required information includes:

• Complete LLC name meeting all naming requirements
• Principal office address (street address required, not P.O. box)
• Registered agent name and complete North Dakota street address
• Management structure designation (member-managed or manager-managed)
• Organizer information, including name, address, and signature
• Business purpose statement (general purposes are acceptable)

The filing fee is $135, submitted online through the FirstStop portal. Online submissions process faster with immediate confirmation, while mailed applications take several weeks. At least one organizer must sign the document.

4. Operating Agreement requirements

North Dakota doesn't legally require an Operating Agreement, but operating without one subjects your LLC to default state law provisions that rarely match how you want to run your business. This internal document provides operational clarity and strengthens your liability protection by demonstrating your LLC operates as a separate legal entity.

Single-member LLCs benefit from written agreements that clearly separate personal and business interests, helping prevent courts from piercing the corporate veil and exposing you to personal liability. The agreement should address your role, decision-making authority, and procedures for major business changes.

Multi-member LLCs face greater complexity and potential disputes over management decisions, profit distributions, and member exits. Your operating agreement becomes essential for establishing voting procedures, capital contribution requirements, and conflict resolution mechanisms before disagreements arise.

5. Initial and ongoing compliance requirements

Post-formation requirements begin immediately and continue throughout your LLC's existence, each with different deadlines that can overlap.

Immediate requirements:

• Secure required business licenses at the state, county, and municipal levels
• Register for North Dakota sales and use tax permits if applicable
• Obtain an EIN from the IRS for banking, tax purposes, and liability protection
• Open a business bank account using approved Articles and EIN
• Document initial business decisions and maintain corporate records

Ongoing requirements:

• File annual reports by November 15th each year ($50 fee, $50 late penalty)
• Pay North Dakota state income tax according to the LLC's tax classification
• Maintain current registered agent information with prompt updates
• Renew industry-specific licenses and permits as required
• Keep detailed financial records and corporate documentation

The annual report updates your principal office address, registered agent information, and current management structure. Missing deadlines triggers late fees initially, but continued non-compliance leads to administrative dissolution.

Consequences of non-compliance

North Dakota enforces LLC requirements through escalating penalties that can ultimately dissolve your business if ignored.

• Loss of good standing: Immediately affects the ability to enter into contracts, secure financing, or defend lawsuits
• Administrative dissolution: Terminates LLC's legal existence when compliance failures continue
• Default judgments: Invalid registered agent information prevents proper service of legal documents
• Foreign LLC penalties: $5,000 for the entity plus $1,000 per member for unauthorized business activities
• Tax penalties: Rapidly accumulating interest on missed tax obligations
• Reinstatement requirements: Pay all back fees, penalties, and complete missed filings before resuming operations

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Discern eliminates the administrative burden of managing North Dakota compliance across single or multiple entities. Our platform provides:

• Automated annual report filing 
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