Requirements for North Dakota LLCs

North Dakota forms LLCs under NDCC Chapter 10-32.1, the state's Uniform Limited Liability Company Act. A valid LLC needs a name that satisfies § 10-32.1-11, a registered agent who qualifies under NDCC Chapter 10-01.1, and Articles of Organization filed with the Secretary of State under § 10-32.1-20.

The Secretary of State reviews articles against those sections before accepting them, and the ongoing rules carry a hard stop. Under § 10-32.1-90(1)(b), an LLC that goes six months past its annual report deadline without filing ceases to exist by operation of law, and with it goes the liability shield and the authority to operate in the state.

1. Name requirements

Your LLC name must contain "limited liability company," "L.L.C.," or "LLC" under § 10-32.1-11(1)(b), and the three forms are interchangeable for contracts, real estate, and SOS filings. "Limited" or "Company" standing alone does not satisfy the rule, and § 10-32.1-11(1)(c) bars "corporation," "incorporated," "limited partnership," "limited liability partnership," and their abbreviations from an LLC name.

The name must also be distinguishable in SOS records from every other domestic or foreign LLC, corporation, LP, LLP, and LLLP, plus reserved names, registered trade names, fictitious names, and registered trademarks (§ 10-32.1-11(2)). Run the FirstStop business search before you spend the $135 North Dakota filing fee on a name that conflicts. A conflicting name can only be used with the holder's written consent or a certified court judgment establishing prior right under § 10-32.1-11(3), and the SOS may treat a name as indistinguishable when special characters or numbers simply replace letters. Other constraints:

• Characters must come from the ASCII table (§ 10-32.1-11(1)(a)).

• "Bank," "banker," "banking," "trust," and similar words need written approval from the Department of Financial Institutions under NDCC §§ 6-02-01 and 6-05-02, according to SOS registration guidance.

Reserve an available name for 12 months by filing an application with a $10 fee under § 10-32.1-12. If you will operate under a different name, register a trade name for $25, valid for five years under NDCC § 47-25-04; renewal costs another $25 for five more years. Confirm the current fee and term on the SOS trade name page before filing, since these figures are set by the SOS fee schedule rather than spelled out in dollar terms in the statute itself.

2. Registered agent requirements

Every LLC must maintain a North Dakota registered agent and registered office under § 10-32.1-16 as the contact point for service of process and state correspondence. Under NDCC § 10-01.1-02, the agent must be:

• An individual residing in North Dakota, or

• A domestic or foreign corporation or LLC that is authorized to transact business in North Dakota, has a physical North Dakota address, and is in good standing with the SOS

The statute sets no minimum age; "residing in this state" is the only qualification for an individual. The SOS registered agent page adds that an entity may not serve as its own registered agent and that a noncommercial agent needs a complete physical street address, since § 10-01.1-04 requires "an actual street address or rural route box number." No signed consent is filed with the SOS. Under § 10-01.1-05(2), appointing an agent is the LLC's affirmation that the agent has consented, and the SOS warns that naming an agent who has not agreed can lead to involuntary dissolution.

Your options:

• A resident individual: No cost if a member or employee lives in the state, but that person must be at the registered office during business hours to receive documents.

• Commercial registered agent: A company listed with the SOS (the listing itself costs the agent $1,000) that receives and forwards documents; only the agent's name needs to appear on your filing.

Changing agents costs $10 by statement of change under § 10-01.1-08, which takes effect on filing and needs no member approval. A fee waiver enacted through 2021 legislation (SB 2210) applies when the change is made as part of the annual report, per SOS fee schedule guidance; confirm the exact NDCC citation with the SOS if you need it for a filing.

3. Articles of Organization requirements

Articles of Organization bring the LLC into existence when the filing becomes effective, which may be the filing date or a later effective date stated in the filing with the Secretary of State. Under § 10-32.1-20(2)(a), four items are mandatory:

• The LLC name, compliant with § 10-32.1-11

• Either a commercial registered agent's name, or a noncommercial agent's name and North Dakota address

• The principal executive office address, which the SOS's maintain-registration guidance says must always be a street address (a separate mailing address may be a P.O. box)

• The name and address of each organizer

Each organizer must sign under § 10-32.1-20(1). You may add a delayed effective date up to 90 days after filing. A management-structure designation and a purpose statement appear on FirstStop forms, but they are form fields rather than statutory mandates; a general purpose is acceptable where the form asks.

The filing fee is $135 (our guide to North Dakota LLC formation costs breaks down the full budget). Check the North Dakota Secretary of State's current instructions for available payment methods, such as the FirstStop portal or mail. The SOS publishes no processing times, service levels, or expedited tier for LLC articles, so any turnaround figure you see elsewhere is a practitioner estimate. For a current estimate, call SOS Business Services at (701) 328-2900.

4. Operating agreement requirements

North Dakota does not require a written operating agreement. Under § 10-32.1-02(36), the agreement may be "oral, in a record, implied, or in any combination thereof," and the definition covers sole-member LLCs. But § 10-32.1-13(2) fills every gap with the chapter's default rules, and those defaults rarely match how owners want to run the business:

• An LLC is member-managed unless the agreement expressly says "manager-managed," "board-managed," or similar words (§ 10-32.1-39), and in a member-managed LLC each member has equal management rights (§ 10-32.1-39(2)).

• For LLCs created after July 31, 2017, profits and losses are allocated in proportion to the value of each member's contributions unless the articles or agreement provide otherwise (§ 10-32.1-30.1).

Single-member LLCs benefit from a written agreement that separates personal and business interests and documents decision-making authority. That record supports the liability shield if a court examines whether the LLC operates as a separate entity.

Multi-member LLCs face disputes over management decisions, distributions, and member exits, so set voting procedures, capital contribution requirements, and conflict resolution mechanisms before disagreements arise. Under § 10-32.1-15, the agreement prevails over filed records as among members and managers, while third parties who reasonably rely on filed records are protected by those records. Prospective members can also sign a preformation agreement under § 10-32.1-14 that becomes the operating agreement at formation.

5. Initial and ongoing compliance requirements

Post-formation obligations begin the day the articles are accepted and then recur every year.

Immediate requirements:

• North Dakota has no general statewide business license, per SOS registration guidance; secure only the industry-specific, county, or municipal licenses that apply to your activity.

• Register for a sales and use tax permit through ND TAP if you sell taxable goods or services; the ND Tax Commissioner also directs employers to Workforce Safety and Insurance.

• Complete the EIN application. A multi-member LLC taxed as a partnership needs an EIN; a single-member disregarded entity with no employees may use the owner's TIN, though IRS guidance notes one may be obtained for banking.

• If you hire, open a withholding account through ND TAP and register with Job Service North Dakota within 20 days of first employing workers.

• Open a business bank account and document initial decisions.

Ongoing requirements:

• File North Dakota annual reports by November 15 under § 10-32.1-89; the fee is $50 and the late penalty is another $50 under § 10-32.1-92. Farming or ranching LLCs file by April 15 instead, per the SOS LLC page.

• Pay North Dakota state income tax according to the LLC's federal classification; the state imposes no franchise or privilege tax on LLCs as such.

• Keep registered agent and registered office information current.

• PLLCs only: beginning January 1, 2027, attach a Certificate of Professional License (SFN 13610) to each annual report, per the SOS LLC page; licensing boards may charge up to $20 per person certified.

• Renew industry-specific licenses and keep financial and governance records.

The annual report confirms the LLC's name, registered office and agent, and principal executive office address. Once November 15 passes without a filing, the SOS notifies the LLC that its certificate is not in good standing under § 10-32.1-89(4).

Consequences of non-compliance

North Dakota escalates from a good-standing notice to termination on a fixed statutory clock.

• Loss of good standing: The § 10-32.1-89(4) notice affects the ability to enter contracts, secure financing, and obtain certificates of good standing for other states.

• Involuntary termination: Six months after the annual report deadline with no filing, the LLC ceases to exist by operation of law under § 10-32.1-90(1)(b). The SOS may also terminate an LLC that fails to maintain a registered agent or makes a material misrepresentation in any filing (§ 10-32.1-90(1)(a)).

• Default judgments: Stale registered agent information means service of process never reaches the company.

• Foreign LLC penalties: Under § 10-32.1-84(5), a foreign LLC transacting business without a certificate of authority faces a civil penalty "not to exceed five thousand dollars," and each governor who authorizes or participates (members or agents only where there are no governors) faces a penalty not to exceed $1,000. The Attorney General recovers these penalties through North Dakota's district courts. The company also may not maintain an action in state courts until it registers (§ 10-32.1-84(1)), though its contracts stay valid and members are not personally liable solely for the lapse (§ 10-32.1-84(2) and (3)).

• Tax penalties: Interest on missed tax obligations accrues with the Tax Commissioner independent of any SOS filing.

• Reinstatement: Within one year of termination, file the past-due annual report and pay all filing and penalty fees plus a $135 reinstatement fee (§ 10-32.1-91(1)(a)). After one year, the only route is a petition to the appropriate North Dakota district court (§ 10-32.1-91(1)(b)).

Automate North Dakota LLC compliance with Discern

Discern covers the Secretary of State layer of these requirements: maintaining a qualifying North Dakota registered agent address, receiving official documents, and preparing the annual report ahead of the November 15 deadline using the information already in your entity record, so the $50 late penalty and the six-month termination clock never come into play. The subscription that bundles registered agent service with annual report filing runs $350 per state, per year, and formations are $99 plus state fees.

For teams running LLCs in North Dakota alongside entities in a dozen other states, tracking registered agent addresses and annual report deadlines separately in each state creates administrative overhead that compounds with every new registration. Discern centralizes that tracking across all 51 jurisdictions, so a North Dakota entity's compliance calendar sits next to every other entity your team manages.

Schedule a demo with Discern to see how it simplifies North Dakota LLC compliance.

Frequently asked questions

These answers address the questions we hear most often from teams forming or maintaining a North Dakota LLC.

Does North Dakota require an operating agreement?

No. Section 10-32.1-02(36) recognizes oral, written, or implied agreements, including for sole-member LLCs. Without one, the default rules in Chapter 10-32.1 govern management and profit allocation.

When is the North Dakota LLC annual report due, and what does it cost?

Business LLCs and PLLCs, domestic and foreign, file by November 15. The fee is $50, and filing late adds a $50 penalty. Farming or ranching LLCs file by April 15.

Can my LLC be its own registered agent?

No. SOS guidance bars an entity from serving as its own agent. You need an individual residing in North Dakota or a corporation or LLC authorized in the state with a physical North Dakota address.

How long can an LLC stay delinquent before North Dakota terminates it?

Six months past the annual report deadline. After that, § 10-32.1-90(1)(b) terminates the LLC by operation of law, and reinstatement within one year requires the past-due report, all fees and penalties, and a $135 reinstatement fee.