Articles of Organization LLC North Dakota

What Are North Dakota Articles of Organization?

In North Dakota, the formation document for a Limited Liability Company (LLC) is known as the Articles of Organization. This document is essential for legally establishing an LLC within the state. The Articles of Organization serve as a formal declaration to the state that an LLC is being created and outlines key details about the entity. The governing statutes for LLC formation in North Dakota can be found in the North Dakota Century Code, Chapter 10-32.1. For more information, visit the North Dakota Secretary of State's Business Services page.

Are North Dakota Articles of Organization Required?

Yes, filing the Articles of Organization is mandatory for forming an LLC in North Dakota. According to Section 10-32.1-20 of the North Dakota Century Code, an LLC is not legally recognized until the Articles of Organization are filed with the Secretary of State. Failure to file this document means the LLC does not legally exist, and the members do not have the liability protections typically afforded to LLCs.

Information Required in North Dakota Articles of Organization

Name Requirements

The name of the LLC must include the words "Limited Liability Company" or the abbreviations "LLC" or "L.L.C." as per Section 10-32.1-11. The name must be distinguishable from other business entities registered in North Dakota. Certain words may be restricted or require additional approval, such as "bank" or "university." To check name availability, use the North Dakota Business Name Search tool.

North Dakota Registered Agent and Registered Office

Every LLC in North Dakota must designate a registered agent and a registered office. The registered agent can be an individual resident of North Dakota or a business entity authorized to do business in the state. The registered office must be a physical address in North Dakota, not a P.O. Box, as specified in Section 10-32.1-15.

Management Structure

The Articles of Organization must specify whether the LLC is member-managed or manager-managed, as outlined in Section 10-32.1-39. The document should include the names and addresses of the initial managers or members, depending on the management structure chosen.

Organizer Information

An organizer is responsible for filing the Articles of Organization. There are no residency requirements for organizers in North Dakota. The organizer must provide their name and address, as required by Section 10-32.1-20.

Purpose Statement

North Dakota allows for a general purpose statement, meaning the LLC can engage in any lawful business activity. However, if the LLC is formed for a specific purpose, it should be stated in the Articles of Organization. Special considerations apply for professional services, and relevant forms can be found on the North Dakota Secretary of State's website.

Certificate of Formation Effective Date

The Articles of Organization become effective upon filing unless a delayed effective date is specified, which cannot exceed 90 days from the filing date, as per Section 10-32.1-20.

How to File North Dakota Articles of Organization

Online

The Articles of Organization can be filed online through the FirstStop online filing system. The system is available 24/7, and the processing time is typically immediate. Payment can be made via credit card, and a convenience fee may apply. For step-by-step instructions, visit the online filing portal.

Mail

To file by mail, send the completed Articles of Organization to:

North Dakota Secretary of State
Business Registration Unit
600 E Boulevard Ave Dept 108
Bismarck, ND 58505-0500

Include one original copy and the filing fee. Payment can be made by check, payable to "Secretary of State." The processing time for mail filings is generally 5-7 business days. The filed document will be returned to the filer.

North Dakota Articles of Organization Filing Fee

The filing fee for the Articles of Organization in North Dakota is $135. For the official fee schedule, visit the North Dakota Secretary of State's fee page. Additional fees may apply for expedited processing or credit card payments. All fees are non-refundable.

What Happens After Filing North Dakota Articles of Organization?

Once the Articles of Organization are filed, the LLC is legally recognized as a business entity in North Dakota. The Secretary of State will issue a Certificate of Organization as evidence of filing. The LLC must obtain a Federal Employer Identification Number (EIN) from the IRS. Additionally, the LLC may need to register for state taxes with the North Dakota Office of State Tax Commissioner. An operating agreement is recommended, though not required by law. The LLC must also file an annual report with the Secretary of State, as detailed on the annual report page.

Common Mistakes When Filing North Dakota Articles of Organization

1. Name Availability Issues: Failing to ensure the LLC name is distinguishable from existing entities can lead to rejection. Use the name search tool to verify availability.
2. Missing Required Information: Omitting essential details such as the registered agent's address can result in rejection. Ensure all fields are completed as per Section 10-32.1-20.
3. Incorrect Fees: Submitting the wrong filing fee will delay processing. Verify the current fee on the fee schedule.
4. Invalid Registered Agent: Designating an ineligible registered agent, such as a non-resident individual, violates Section 10-32.1-15.
5. Restricted Terms Without Approval: Using restricted words like "bank" without proper approval can cause rejection. Check for necessary approvals with relevant agencies.
6. Unsigned Documents: Failing to sign the Articles of Organization will result in rejection. Ensure the organizer signs the document.
7. Wrong Forms for Professional Services: Using standard forms for professional LLCs can lead to issues. Use the appropriate forms available on the Secretary of State's website.
8. Delayed Effective Date Errors: Specifying a delayed effective date beyond 90 days is not allowed. Ensure compliance with Section 10-32.1-20.

Additional Resources

• North Dakota Secretary of State Main Page
• Business Division/Formation Page
• North Dakota Century Code
• FirstStop Online Filing System
• North Dakota Office of State Tax Commissioner
• Contact: Phone: (701) 328-2900, Email: sos@nd.gov

This article provides general information about North Dakota LLC formation requirements under the North Dakota Century Code. It is not intended as legal advice. Persons forming an LLC should consult with a private attorney regarding their specific circumstances.