North Dakota Corporation
Everything You Need to Know About ND Corporations:
North Dakota Incorporation Options
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How to Incorporate in North Dakota
To start a corporation in North Dakota, you’ll need to do three things: appoint a registered agent, choose a name for your business, and file Articles of Incorporation with the Business Registration Unit. You can file this document online or by mail. The articles cost $100 to file. Once filed with the state, this document formally creates your North Dakota corporation.
Per § ND 10-01.-05 (2019), every North Dakota corporation must appoint a registered agent. You don’t need to hire a registered agent, but if you do, make sure your registered agent will list their address on your articles wherever possible to ensure maximum privacy.
If you’re starting a new business, you probably already know what you want to name your corporation. But you’ll need to know if your preferred name is available. To find out, visit the North Dakota SOS Business Search and browse until you find the perfect name for your corporation.
Once you know who your registered agent will be and what your corporation name is, you’re ready to file your North Dakota Articles of Incorporation. Follow along with our filing instructions below:
Filing the North Dakota Articles of Incorporation
Learn more about each Articles of Incorporation requirement below. Remember that the information you provide becomes part of the public record—permanently.
NOTE: North Dakota now uses an e-file system called FirstStop for its business filings. You can NOT use this system if your articles include any additional provisions that aren’t required by law. If they do, you must self-draft your articles and file them by mail. If they don’t, but you want to file by mail using a check you can complete the FirstStop form and select “Print and Mail” on the final step.
Or, simply hire us to incorporate your North Dakota business. We provide a free business address to list whenever possible throughout the filing to better keep your personal address private. And for the cheapest way to start a business? Pay just $35 out the door with our VIP monthly payment option.
1. Corporation Name
Your name must include “Corporation,” “Incorporated,” “Limited,” or an abbreviation for one of these words. Tip: Many corporations opt to keep it simple with “Corp” or “Inc.” Unless you have already reserved a name for your filing, the system will automatically search for availability.
2. Principal Executive Office Address
Listing the physical address of your appointed president on a public record may seem like a security or privacy issue. Good news: When you hire Northwest, our physical address can go here instead of yours.
3. Registered Agent
For your North Dakota registered agent, you can list a “Noncommercial” agent (like yourself) or a “Commercial” agent service (like Northwest). If you choose a noncommercial agent, you’ll need to list the North Dakota street address where they will be regularly available to accept legal mail. Rather not list a personal home or office address? Hire a commercial agent like us.
4. Effective Date
When do you want your North Dakota corporation to start? If you want it to start right away, click the first box. If you’d prefer to start on a specific date (maybe to line up with the beginning of a tax period), you can click the second box and enter an effective date up to 90 days in the future.
Your purpose is what activity your corporation plans to engage in. North Dakota allows for a general purpose, so it’s sufficient to put “any lawful purpose” in this section. If you are forming a Development Corporation or Community Development Corporation, indicate so here. (These are both nonprofit corporations whose focus is developing and revitalizing their communities). If this doesn’t describe you, choose the third option.
6. Aggregate Shares
For each class or series of shares, list how many shares you’re creating and their par value. Par value is the “face value” of the share (the price listed on stock certificates) and is typically the lowest value at which a share can be traded.
7. North Dakota Incorporator
Your incorporator signs your Articles of Incorporation. Sometimes people assume this person has to be a director or officer, but no—an incorporator is just someone you authorize to submit your articles. You need at least one incorporator, and all incorporators must include their names and addresses. We’ll be your incorporator when you hire Northwest to form your North Dakota corporation.
Why Have a Registered Agent Form Your ND Corporation?
Professionals in North Dakota hire registered agent services like Northwest Registered Agent for incorporation—but why?
Standard filing companies don’t have employees or offices in every state. But as a national registered agent, it’s a requirement for us, which is a benefit for our clients. Our office is in Fargo, ND. We’re on a first name basis with the people who work at the Secretary of State. We know all the fastest filing methods, which translates to fast, professional service—without extra fees.
As your registered agent, we list our Fargo registered office address on your corporation’s formation documents. Why? If you’re starting a business from your house in Rugby, do you really want your apartment address as your business address? (Hint: the answer is no.) We’ll list our address, so you don’t have to list yours. Plus, we never sell your data. We don’t list your personal information on filings if we don’t have to. It’s all standard and part of our commitment to Privacy by Default®.
Free Mail Forwarding, Business Address and More
At Northwest, we do everything a registered agent should do and more. You can list our address as your business address on your state filings. We include limited digital mail forwarding with registered agent service (up to 5 pieces of regular mail per year; $15 a doc after that).
Plan on accepting credit cards? We also offer a Free Credit Card Processing Consultation. Our specialists work with processors to negotiate low rates and better contracts for our clients.
And now, try our in-house Northwest Phone Service for 60 days, free of charge with our formation service. Get a virtual phone number with your choice of area code, make and receive calls from any device, and more—for just $9 a month.
We know the in’s and out’s of each state—and we use this knowledge to help you when you need it most. Our team of Corporate Guides® has over 200 local business experts. You can call or email us for answers to all your questions about your corporation in North Dakota. Our Corporate Guides are dedicated solely to helping you with your business—not selling you services or meeting quotas.
What Do I Do After My North Dakota Corporation Is Formed?
After your North Dakota Articles of Incorporation are approved, you still have a few more important steps to take, including getting an EIN, drafting bylaws, holding your first meeting, opening a bank account, and learning about state reporting and tax requirements.
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.
Why does my North Dakota corporation need an EIN?
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.
How do I get an EIN for my corporation?
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. Or choose our VIP service—an EIN is included.
Write Corporate Bylaws
Bylaws are the internal rules you set for your business. 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.
Do I need bylaws for my North Dakota corporation?
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.
What should bylaws include?
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.
How do I write bylaws?
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.
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.
Are there any special rules for North Dakota organizational meetings?
You’re required to give a minimum of three days notice before holding the meeting. Attendees can, however, waive their required notice in writing.
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.
How do I open a bank account for my North Dakota corporation?
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.
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.
What is the North Dakota Annual Report?
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.
How much is the North Dakota Annual Report?
$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.
When is the North Dakota Annual Report?
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.
What should I know about North Dakota corporate taxes?
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:
Grand Forks: 7.25%
West Fargo: 7.5%
North Dakota Corporation FAQs
How can I submit the North Dakota Articles of Incorporation?
You can file North Dakota articles online or by mail. If you’re not adding extra provisions, you can complete the articles online using FirstStop and then choose to either submit online or print and mail your filing (which you might do if you’re paying with a check or money order). However, you cannot use FirstStop if your articles include any additional provisions that aren’t required by law. If they do, you must self-draft your articles and file them by mail.
Mailed filings are sent to the following address:
Secretary of State
State of North Dakota
600 E Boulevard Avenue Dept 108
Bismarck ND 58505-0500
How much does it cost to start a North Dakota corporation?
It costs $100 to file the Articles of Incorporation with the state.
Hire us for a one-time fee of $325, including the state filing fees, a year of registered agent service, a business address and more. Or, pay just $35 out the door with our VIP monthly payment option.
How long does it take to start a North Dakota corporation?
It takes North Dakota 1-2 weeks on average to process Articles of Incorporation.
Does a North Dakota corporation need a business license?
The state doesn’t require a general business license (and neither do most counties or municipalities). However, your corporation may need licenses or permits from the state or local governments for specific business activities.
For instance, the state’s Attorney General provides licenses for alcohol, fireworks, gaming and tobacco while businesses like pawnbrokers and cab companies typically require municipal licensing.
What is a foreign North Dakota corporation?
A corporation formed outside of North Dakota—but which conducts business in the state—is considered a foreign North Dakota corporation. For example, if you incorporated in Montana but decide to open a storefront in North Dakota, you would be a foreign North Dakota corporation. This also means you would need to register with the state by filing an Application for Certificate of Authority with the North Dakota Secretary of State. Foreign corporations are required to file the North Dakota Annual Report each year as well.
Can Northwest help me form a nonprofit corporation?
Absolutely! We’re happy to start a nonprofit corporation for you. Note that incorporating an North Dakota nonprofit requires a different form. The filing fee is lower as well ($40). North Dakota nonprofits do not file the state’s franchise tax but must file an annual report each year ($10 due February 1st).
How can I get a North Dakota phone number for my corporation?
It’s a conundrum: you need a local number to display on your website and give to customers, but you don’t want to make your personal number quite so…public. We get it. And we’ve got you covered with Northwest Phone Service. We can provide you with a virtual phone number in any state—plus unlimited call forwarding and tons of easy-to-use features. You can try Phone Service free for 60 days when you hire us to form your corporation, and maintaining service is just $9 monthly after that. No contract required.
How to Order North Dakota Incorporation Service
Our North Dakota incorporation service is designed to be fast and easy—signing up takes just a couple minutes. Here’s how it works:
We offer flexibility with two different options for payment. You can pay everything up front, which includes a full year of registered agent service. Or, pay just $35 out the door with our VIP monthly payment option. With our VIP option, we also include an EIN. Just choose one of the buttons below, answer a few easy questions about your business and submit your payment.
Next, we’ll prepare and submit your North Dakota Articles of Incorporation to the Secretary of State. In the meantime, you’ll have immediate access to your online account, where you can find useful state forms, pre-populated with your business information.
Once the North Dakota Secretary of State has approved your filing, we notify you that your North Dakota corporation has been legally formed. You can now move on to next steps, like holding your organizational meeting and opening a bank account.