Start a North Dakota Corporation
You can incorporate your business in North Dakota yourself. We created this guide to make it easy for anyone to start a corporation consistent with North Dakota state statutes. Use this guide to do it yourself, or hire us to walk you through it and file for you. We make it easy and fool proof and charge only $39 + state fees. Plus you’ll get access to loads of other business tools and our expert Corporate Guides. We wish you luck on your new venture!
How to Start a Corporation in North Dakota
Follow this simple guide for everything you need to incorporate your business in North Dakota.
1. Name Your Corporation
Naming your corporation should be fun, but the name you choose must meet the expectations of ND Cent. Code § 10-19.1-13. Basically, your corporation’s name must:
- Contain the word “Corporation,” “Incorporated,” or “Limited,” or the abbreviations “Corp.,” “Inc.,” or “Ltd.”
- Not include words or abbreviations that make it sound like the corporation is another kind of entity, like “LLC” or “Limited Partnership.”
- Be distinguishable (unique) among approved business names in North Dakota.
Already have a business name in mind? Check to see if it’s available.
Absolutely. If you’ve got a great business name but you’re not ready to start Rick & Jack’s Knicknacks, Inc., you can put a hold on the name by filing a “Reserved Name Application” through North Dakota’s FirstStop online filing system. You’ll need to set up an account and pay the $10 reservation fee.
Your corporation’s name is the name that you write on your state formation documents. A DBA (“doing business as”) is a name other than your registered corporation name. In North Dakota, a DBA is also called a trade name.
But why would I want to use a DBA when my corporation name is just fine? Well, say you own a office accessories company called Art’s Computer Parts, Inc. Business is going so well that you expand into plastic toys. Art’s Computer Parts doesn’t fit the toy company. You can spend the time and money required to form a new corporation for toy business, or you can register a more toy-oriented DBA to brand your new product.
If you go with a DBA, you’ll need to register it with North Dakota. You’ve got two choices: file online through the FirstStop online business portal, or fill out and print the Trade Name Registration or Franchise Name Disclosure form. Either way, you’ll have to pay the $25 fee by check or credit card, and mail it to the Secretary of State. Your DBA will be good for five years before you need to renew it.
Thinking about using a trade name? Learn How to Get a North Dakota DBA.
2. Designate a Registered Agent
Next, you’ll need to find a North Dakota registered agent. A registered agent is someone you appoint to accept important legal and state mail on behalf of your corporation. Your registered agent could be you, another individual, or a company (like us). In North Dakota, every corporation is required to keep and maintain a registered agent. Before you can move on to the next step (filing Articles of Incorporation), you’ll need to know your registered agent’s name and address.
Learn why the pros use a registered agent service.
The requirements for a registered agent in North Dakota are are outlined in ND Cent. Code § 10-01.1-14. At a minimum, your registered agent needs to:
- Have a physical address (no PO boxes or virtual offices) in the state of North Dakota.
- Keep regular business hours.
- Accept legal mail and correspondence from the North Dakota Business Registration Unit on behalf of your business and get them to you fast.
Yes. As long as you’re okay with listing your name and physical address on the public record, you can be your own registered agent. Keep in mind that you’ll need to keep regular business hours at this location and be available to accept any legal mail in person.
To maintain a registered agent in North Dakota, you just need to keep the North Dakota Secretary of State updated on your registered agent’s information. This means that if your registered agent resigns or moves, you’ll need to file the proper paperwork to let the Secretary of State know.
To change your North Dakota registered agent, just complete and file a Commercial or Noncommercial Registered Agent Statement of Change form with the North Dakota Secretary of State. The cost to file is $10, and you can submit the form by mail, fax, or in person.
3. Submit Articles of Incorporation
Now it’s time for you to fill out your Articles of Incorporation. Once filed with the North Dakota Secretary of State, your articles will officially form your corporation.
Note: All of the information on this form will become part of the public record.
Provide the following information about your corporation in order to successfully fill out the articles:
- Corporation Name. Include an indicator like “Corp” or “Inc.”
- Principal Executive Office. List the physical address of your appointed president.
- Registered Agent. Whoever will accept legal mail on behalf of the corporation.
- Effective Date. Date when you want your corporation to start. It can start immediately or a date up to 90 days in the future.
- Purpose. Most corporations list a general purpose like “for any lawful purpose.”
- Aggregate Shares. The number of shares you’re creating for each class or series of shares, along with their par value (typically the lowest price a share can be traded for).
- Incorporator. The person who completes and submits your articles.
Once your personal information is on the internet, there’s no taking it back. The names, addresses, and phone numbers listed on your articles will be readily available for marketers to find, use, and sell. That’s not a great feeling.
You can keep your personal information private by hiring a registered agent who will let you list their business address as your own on this form—like us. We list our business address across this form so you don’t have to. It’s the best way to guard your privacy when forming a corporation.
Filing your North Dakota Articles of Incorporation is what officially creates your corporation. You can file articles online, by fax or by mail. The filing fee costs $100 and you can pay by check or credit card.
By mail:
Secretary of State
Business Registration Unit
600 E. Boulevard Avenue Dept 108
Bismarck ND 58505-0500
Fax:
Send the documents and credit card authorization form to (701)328-2292.
Online filings:
North Dakota FirstStop
Start Your North Dakota Corporation Today!
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4. Get an EIN
Your federal employer identification number (commonly known as an EIN or FEIN) is similar to a social security number for your business. The IRS assigns these numbers and uses them to easily identify individual corporations on tax filings, including federal corporate income tax returns.
Yes. The IRS requires corporations to get an EIN for their federal tax filings. You may also be asked for your EIN when opening a bank account, securing a loan, or applying for local business permits and licenses.
You can get an EIN directly from the IRS. The application is free, and most businesses can apply online. However, if you don’t have a social security number, you’ll need to submit a paper application form. Can’t bear to fill out yet another application? Hire Northwest to get your EIN for you. Just add on EIN service during checkout when you sign up for our incorporation service.
5. Write Corporate Bylaws
Bylaws are the internal rules that govern your corporation. They put into writing how decisions will be made and who gets to make those decisions. All the major organizational processes and procedures for your corporation will go in your bylaws.
For more on state bylaws (including a free North Dakota Corporate Bylaws template), check out our North Dakota Corporate Bylaws resource.
Technically no. ND §10-19.1-31 states that you may, but need not, have bylaws. However, bylaws aren’t just some annoying requirement in most states—they are essential documents for your business. Your bylaws define your board of directors: who they are, how they’re replaced and how many members are needed to pass a resolution. They lay out details for your officers, including how they’re elected and what duties they have. They spell out important information about your authorized stock, such as classes of shares and voting rights. Essentially, your bylaws determine how corporate decisions and changes will be made—and who gets to make them.
Corporate bylaws are internal documents you keep with your other corporate records, such as meeting minutes and resolutions.
Corporate bylaws cover basic policies and procedures for issues such as company finances and management. Bylaws should cover a range of topics, answering key questions like those below:
- Meetings: When and where will meetings for shareholders and directors be held? How many attendees are required to transact business? What are the procedures for voting or proxy voting? How do you call a special meeting? What actions can be taken without a meeting?
- Stock: How are stock certificates issued and transferred? How is voting affected by issues such as corporate stock owners or fractional shares?
- Directors and officers: How many directors must there be? Which officer positions are required? What powers do they have? How do you fill a vacancy or remove a director or officer?
- Finances: What are the procedures for retaining profits, issuing dividends, and paying bills? Who can withdraw money from the corporate bank account or sign checks?
- Records: Where is the corporate book to be kept? What information will be maintained? How are requests for review or access honored? Can records or copies be kept or distributed digitally?
- Amendments and emergencies: Who can amend bylaws and how? Can emergency bylaws be adopted in the case of disaster?
North Dakota bylaws can make other provisions as well, assuming additions are in accordance with state law. For example, ND §10-19.1-31 states bylaws contain provisions related to the property, voting, and other rights and privileges of shareholders.
Creating bylaws can be overwhelming—where do you start? Northwest can help. We give you free corporate bylaws when you hire us to form your North Dakota corporation. We know what kinds of topics and questions corporations need to address, and we’ve spent years refining and improving our forms. We offer many other free corporate forms as well, including templates for resolutions and meeting minutes.
6. Hold an Organizational Meeting
An organizational meeting is the first official meeting of the corporation after the business is legally formed with the state. At this meeting, bylaws are adopted, officers are appointed, and any other initial business is conducted. The first meeting minutes should also be recorded and added to your corporate record book.
You’re required to give a minimum of three days notice before holding the meeting. Attendees can, however, waive their required notice in writing.
7. Open a Corporate Bank Account
Businesses that mix personal and business finances together risk losing their liability protections, so your corporation will need its own bank account. In addition, a corporate bank account is essential for easily accepting payments, paying bills and holding funds.
To open a corporate bank account in North Dakota, you’ll need to bring the following with you to the bank:
- A copy of the North Dakota corporation’s Articles of Incorporation
- The corporation’s bylaws
- The corporation’s EIN
If your bylaws don’t specifically assign the power to open a bank account, you may also want to bring a corporate resolution to open a bank account. The resolution would state that the person going to the bank is authorized by the business to open the account in the name of the corporation. At Northwest, we provide free corporate bank resolutions, along with many other free corporate forms, to help you get started fast.
8. File North Dakota Reports & Taxes
In North Dakota, corporations file an annual report each year and are subject to state taxes, including a corporate income tax.
The North Dakota Annual Report is a filing you must submit each year to confirm or update your leadership and contact information. You update information on directors, officers and shares. You must also confirm your registered agent and office.
$25 if you file on time (August 1st). File late? It’s $45 if you get it in before November 1st, and $85 if you’re later than that. If not filed within three months of the due date, the corporation is placed on Not Good Standing with the state. One year after the due date, the state will involuntarily dissolve the company.
North Dakota domestic corporations need to have this report in by August 1st or risk incurring late fees.
These filings can be easy to forget—which is why we send our clients automatic reminders. Or better yet, let us file for you. With our business renewal service, we can complete and submit your annual report for you for $100 plus the state fee.
North Dakota taxes are not too bad—pretty straightforward and fairly low. The North Dakota corporate net income tax rates are:
$0 to $25,000: 1.41%:
$25,001 to $50,000: $352.50 + 3.55% of income over $25,000
over $50,000: $1240 + 4.31% of income over $50,000
North Dakota’s sales tax rate is 5%, but local areas can add on additional sales taxes by as much as 3.5%. To get an idea of what customers pay at the counter, the total sales tax rates for North Dakota’s 5 largest cities are below:
Fargo: 7.5%
Bismarck: 6.5%
Grand Forks: 7.25%
Minot: 7.5%
West Fargo: 7.5%
Ready to Start a Corporation in North Dakota?
