How to Start a Business in North Dakota North Dakota Registered Agent How to Start an LLC in North Dakota

How to Start an LLC in North Dakota

North Dakota is considered a favorable location for starting a business due to its supportive economic environment, low tax rates, and business-friendly regulations. The state offers a stable economy with opportunities in various sectors, including agriculture, energy, and technology. As of the latest statistics, North Dakota has a significant number of active LLCs, with a notable distinction between domestic and foreign LLCs. In the last reported year, a substantial number of new LLCs were formed, while some were dissolved, reflecting the dynamic nature of business in the state.

To look up LLCs in North Dakota, you can use the North Dakota Secretary of State's business entity search tool. The formation and operation of LLCs in North Dakota are governed by the North Dakota Limited Liability Company Act, which covers aspects such as formation, management, and dissolution.

Step 1: Choose a Business Name
The name must be distinguishable from existing entities and include "Limited Liability Company" or "LLC." Use the name availability search tool to check availability.
Step 2: Appoint a Registered Agent
A registered agent is required to receive legal documents and service of process. The agent must have a physical address in North Dakota and consent to the appointment.
Step 3: File the Necessary Paperwork
File the Articles of Organization with the North Dakota Secretary of State. Domestic and foreign LLCs have different filing requirements.
Step 4: Get an Employer Identification Number (EIN)
An EIN is necessary for tax purposes and can be obtained from the IRS EIN application page.
Step 5: Obtain Business Licenses and Permits
While there is no statewide general license, local or industry-specific permits may be required. Check the North Dakota business license portal for more information.
Step 6: Register for Local and State Taxes / Submit Local Filings
Register with the North Dakota Office of State Tax Commissioner for applicable taxes. Local municipalities may have additional requirements.

Business owners should file annual reports and renew licenses to maintain good standing. Annual reports can be filed through the Secretary of State's filing portal.

What is an LLC?

A limited liability company (LLC) is a separate legal entity that offers limited liability protection to its members. It combines elements of partnerships and corporations, providing pass-through taxation benefits. In North Dakota, single-member LLCs are owned by one person, while multi-member LLCs have two or more owners. The North Dakota Limited Liability Company Act governs LLCs, detailing formation, management, and dissolution.

Foreign LLCs must register with the state to operate in North Dakota, typically by filing a Foreign Registration Statement and providing a Certificate of Good Standing. To form an LLC in North Dakota, you must file Articles of Organization, designate a registered agent, and adhere to naming rules, which prohibit certain terms like "bank" or "trust." There are no residency or age restrictions for members or managers.

Step 1: North Dakota LLC Name Search

An LLC name must be distinguishable from existing entities on the Secretary of State's records. Use the North Dakota Business Entity Search tool to check name availability. This tool is for preliminary searches, and final availability is confirmed upon filing. If the name is available, you can reserve it for 120 days for a fee or proceed directly to filing. The name must include "Limited Liability Company" or "LLC" and avoid restricted words. It's advisable to search the United States Patent and Trademark Office (USPTO) database to avoid trademark conflicts. If the name meets all requirements, submit a name reservation request using the "Name Reservation" form available on the Secretary of State’s website.

Step 2: Choosing an LLC Registered Agent in North Dakota

A registered agent in North Dakota is responsible for receiving service of process, legal, and tax documents. The requirements for a registered agent include:

Must be an individual or entity authorized to do business in North Dakota
Must have a physical street address in North Dakota (no P.O. Boxes)
Must consent to the appointment
The LLC cannot serve as its own agent

The registered agent’s information becomes public and can be searched through the North Dakota Secretary of State's business search. To resign or replace a registered agent, file the "Statement of Change of Registered Agent" form with the Secretary of State.

How Do I Change the Registered Agent for My LLC in North Dakota?

To change a registered agent in North Dakota, submit the "Statement of Change of Registered Agent" form. Include details such as the LLC name, new registered agent's name and address, and entity ID. File online, by mail, or in person with the Secretary of State. There is no fee for this filing. For commercial agents, additional instructions may apply.

Step 3: LLC Filing Requirements in North Dakota

To form an LLC in North Dakota, file the Articles of Organization, which must include the LLC name, registered agent, management structure, duration, and business address. An Operating Agreement is optional but recommended. Foreign LLCs must file a Foreign Registration Statement and provide a Certificate of Good Standing. Additional documentation may be required for approval.

LLC Articles of Organization in North Dakota

The Articles of Organization is a legal document that establishes an LLC in North Dakota. It typically requires the LLC name, purpose, registered agent, principal office address, and management designation. File online, by mail, or in person using the "Articles of Organization" form. The North Dakota Secretary of State processes these filings.

LLC Operating Agreement in North Dakota

An LLC Operating Agreement outlines the management structure, roles, and responsibilities of members. While not legally required in North Dakota, it is recommended to prevent disputes and clarify profit distribution. It does not need to be filed with the state.

North Dakota LLC Statement of Information

A Statement of Information helps maintain accurate business records. In North Dakota, an annual report is required, filed annually by the anniversary of formation. The filing fee is $50, and it is submitted to the Secretary of State.

Do You Need a North Dakota Address for an LLC?

Yes, a principal business address is required in North Dakota and must appear in the Articles of Organization. It must be a physical street address within the state. The registered agent’s address can be used if the business lacks a separate office. Virtual office services are a common solution for businesses without a physical location.

How to Get a Virtual Address for an LLC in North Dakota

A virtual address provides a professional business address for mail handling and operations. Common services include virtual office services, mail handling, and additional services like phone answering. Research providers based on pricing and compliance needs. Note that a virtual address cannot serve as the registered agent address, which must be a physical street address.

Step 4: How to File for an LLC in North Dakota?

File for an LLC in North Dakota online, by mail, or in person. Use the "Articles of Organization" form, which includes the LLC name, registered agent, and management structure. The filing fee is $135, payable by check, money order, or credit card. Submit to the Secretary of State's office. After submission, expect confirmation of approval or rejection. Post-filing requirements include filing an annual report.

How to Create an LLC Online in North Dakota?

North Dakota allows online LLC formation through the FirstStop portal. Typically, an LLC can be created within 15 minutes.

How to Create an LLC Online in North Dakota:

Access the FirstStop portal
Select "Start a Business" from the Online Services menu
Complete the "Articles of Organization" form
Choose expedited filing if desired (additional fee)
Provide organizer and agent details
Pay using Visa or Mastercard
Receive confirmation by email

Can You Have Multiple Businesses Under One LLC in North Dakota?

Yes, an LLC in North Dakota can operate multiple businesses under one entity. Registering fictitious business names (DBAs) may be required, filed with the Secretary of State. Apply for a trade name using the appropriate form and fee. Separate licenses or permits may be needed for each business activity. Maintain separate financial records to manage liability risks.

How Long Does It Take to Set Up an LLC in North Dakota?

The processing time for forming an LLC in North Dakota varies by method:

Online filing: Immediate to a few days
Mail-in filing: Typically 1-2 weeks
In-person filing: Similar to mail, possibly faster
Expedited processing: Available for an additional fee

Factors affecting processing time include incomplete filings and name conflicts. The Secretary of State handles LLC formation.

Step 5: How to Get an EIN for an LLC in North Dakota

An EIN is a federal tax ID number required for tax reporting and opening bank accounts. Apply for an EIN through the IRS EIN Assistant for immediate issuance. Alternatively, submit IRS Form SS-4 by mail or fax:

Mail: Internal Revenue Service, Attn: EIN Operation, Cincinnati, OH 45999
Fax: 855-641-6935

International applicants use:

Mail: Internal Revenue Service, Attn: EIN International Operation, Cincinnati, OH 45999
Fax (U.S.): 855-215-1627
Fax (outside U.S.): 304-707-9471
Phone: (267) 941-1099

Processing times are immediate online, about 4 business days by fax, and 4 weeks by mail.

Step 6: Do LLCs Pay Taxes in North Dakota?

Yes, LLCs in North Dakota must pay taxes under certain circumstances. By default, LLCs are taxed as pass-through entities, meaning income is taxed on members' individual returns. LLCs can elect corporate taxation, incurring corporate tax obligations. State-specific taxes include sales tax, employment taxes, and franchise taxes. The North Dakota Office of State Tax Commissioner manages tax collection.

How are LLCs Taxed in North Dakota?

LLCs in North Dakota are taxed as pass-through entities by default, with members' income taxed on individual returns. State income tax rates apply to individuals. LLCs can elect to be taxed as C-corporations, subject to corporate tax rates and filing requirements. Other state-level taxes may include sales tax, franchise tax, and employment taxes. The North Dakota Office of State Tax Commissioner oversees tax collection.

Do You Have to Renew an LLC Every Year in North Dakota?

Yes, North Dakota requires LLCs to renew annually by filing an annual report. The report is due by the anniversary month of formation and can be filed online, by mail, or in person. The filing fee is $50. The Secretary of State handles renewals. Failure to comply may result in administrative dissolution.

How Much Does It Cost to Start an LLC in North Dakota?

Starting an LLC in North Dakota involves several costs:

Articles of Organization filing fee: $135
Foreign registration fee: $135
Annual report fee: $50
Optional services: Name reservation, DBA registration
Registered agent fees: $50–$300/year
Professional service fees (if applicable)

The total cost ranges from filing-only to full-service setup.

Can You Form an LLC for Free in North Dakota?

No, forming an LLC in North Dakota is not free due to mandatory filing fees. To minimize costs, file documents online, act as your own registered agent, and avoid unnecessary services. Visit the Secretary of State's website for up-to-date fee information.

How to Start an LLC in North Dakota for Free or at a Reduced Cost?

North Dakota does not offer fee waivers for LLC formation. To reduce costs, file online, act as your own registered agent, and avoid optional steps like name reservation. Ensure accurate filings to avoid correction fees. Check the Secretary of State's website for current fee details.

What Businesses Should Consider Forming an LLC in North Dakota?

LLCs are attractive for liability protection, tax flexibility, and simplicity. Businesses that benefit include small businesses, professional services, real estate investors, retail, creative businesses, and tech companies. Consult legal or tax professionals for specialized needs.

What Are the Benefits of an LLC in North Dakota?

LLCs in North Dakota offer:

Limited Liability Protection
Separate Legal Identity
Pass-Through Taxation
Flexible Management Structure
Ease of Formation and Fewer Formalities
Perpetual Existence
Increased Credibility

State-specific perks may include tax exemptions and local incentives.

How Does an LLC Work in North Dakota?

LLCs operate as hybrids of corporations and partnerships, offering limited liability and pass-through taxation. Single-member LLCs are owned by one person, while multi-member LLCs have multiple owners. Forming an LLC requires filing Articles of Organization with the Secretary of State. Internal operations are governed by an Operating Agreement. Compliance involves filing reports and paying taxes.

LLC vs. S Corp in North Dakota

LLCs and S Corporations differ in:

Ownership: LLCs have unlimited members; S Corps have up to 100 shareholders.
Management: LLCs can be member- or manager-managed; S Corps have officers and directors.
Taxation: LLCs are pass-through entities by default; S Corps offer self-employment tax savings.
Formalities: S Corps require more maintenance; LLCs have fewer requirements.

LLCs can elect S Corp taxation by filing IRS Form 2553.

LLC vs. Sole Proprietorship in North Dakota

LLCs and sole proprietorships differ in:

Liability: LLCs offer protection; sole proprietors are personally liable.
Formation: LLCs require state filing; sole proprietorships may need a DBA.
Ownership: LLCs have one or more members; sole proprietorships have one owner.
Taxation: LLCs have flexible taxation; sole proprietors report income on personal returns.
Complexity: Sole proprietorships are simpler; LLCs offer more protection.

LLC vs. Corporation in North Dakota

LLCs and corporations differ in:

Ownership: LLCs have members; corporations have shareholders.
Formation: LLCs file Articles of Organization; corporations file Articles of Incorporation.
Management: LLCs can be member- or manager-managed; corporations have a board of directors.
Taxation: LLCs are pass-through entities; corporations face double taxation.
Formalities: Corporations have stricter requirements; LLCs are more flexible.

Business License vs. LLC in North Dakota

An LLC is a legal structure providing liability protection, while a business license is a permit to operate legally. Forming an LLC does not exempt a business from needing licenses. The Secretary of State handles LLC formation, while licenses are managed by local agencies.

Do I Need a Business License if I Have an LLC in North Dakota?

Yes, an LLC is a business structure, while a business license is a legal requirement. North Dakota does not offer a statewide license; licenses are issued by local governments or state departments. Check with the Department of Revenue for specific requirements.

How to Dissolve an LLC in North Dakota

Before dissolving an LLC, review the operating agreement, conduct a dissolution meeting, and notify stakeholders. File the "Articles of Dissolution" with the Secretary of State. Notify the Department of Revenue and submit final tax returns. Failure to close tax accounts may result in penalties. Reinstatement is possible within 120 days with required filings and fees.