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How to Form an LLC in North Dakota

A North Dakota LLC (limited liability company) is a popular type of business entity that protects business owners from being held personally liable for business debt. By default, LLCs are taxed as pass-through entities and a flexible management structure. To form an LLC in North Dakota, you'll need to pick a name, designate a registered agent, and file Articles of Organization with the the North Dakota Business Registration Unit. You can file the document by mail, fax, or online. The Articles of Organization cost $135 to file and can take up to three weeks to get approved. This means you can take your sweet time to read over our step-by-step guide on how to form your North Dakota LLC.

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1. Name Your North Dakota LLC

Naming for your LLC should be fun, but the name you choose must meet the expectations of ND Cent. Code § 10-32.1-11. Basically, your LLC name must:

  • Contain “limited liability company,” “limited company,” or the abbreviation “L.L.C.,” “LLC,” “L.C.,” or “LC.”
  • Not include words or abbreviations that make it sound like the LLC is another kind of entity, like “corp” or “limited partnership.”
  • Be distinguishable (unique) among approved business names in North Dakota.

Already have a business name? Check to see if it’s available.

Can I reserve a business name in North Dakota?

Absolutely. If you’ve got a great business name but you’re not ready to start Betty’s Machetes LLC, 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.

What’s the difference between my LLC’s name and a DBA?

Your LLC’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 LLC name. In North Dakota, a DBA is also called a trade name.

But why would I want to use a DBA when my LLC name is just fine? Well, say you own a bakery called Sal’s Breads, LLC. Business is going so well that you expand into dog treats. Sal’s Breads just doesn’t have the same ring to it as Muffin Ruffs. You can spend the time and money required to form a new LLC for your dog treat business, or you can register a more dog-centric 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 DBA.

2. Designate a Registered Agent

Designating a registered agent is your next stop on the LLC train. Why do you need a registered agent? For starters, ND Cent. Code § 10-32.1-16 requires all North Dakota LLCs to have one. But the purpose of appointing a registered agent is to be sure someone is present at a physical address to receive service of process, which can only be accepted in person. You can be your own registered agent or hire a person or professional company to act as your registered agent.

Whatever you choose, you’ll need your registered agent’s name and address before you start in on your Articles of Organization.

Learn why the pros use a registered agent service.

What does a registered agent do?

The requirements for a registered agent in North Dakota are outlined in ND Cent. Code § 10-32.1-14. 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.

Can you be your own registered agent in North Dakota?

Yes, you can be your own registered agent. But ask yourself—will you be available during regular business hours? Are you organized and guaranteed not to misplace or lose important mail? Most of all, are you willing to put your name and address go on state documents?

Can I change my registered agent after I start an LLC?

Registered agent not working out? No worries. 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 (what is this, 1982?), or in person.

3. Submit LLC Articles of Organization

Now it’s time for you to fill out your Articles of Organization. Once filed with the North Dakota, your articles will officially form your LLC.

Note: All of the information on this form will become part of the public record.

Provide the following information about your LLC in order to successfully fill out the articles:

  • LLC type. Select whether you’re forming a regular LLC or a Farming/Ranching LLC. Initial reports are required for Farming/Ranching LLCs.
  • Company name. Include an indicator like “LLC.”
  • Principal office. The street address of your LLC.
  • Registered agent. Whoever will accept legal mail on behalf of the LLC.
  • Registered office. The street address where your registered agent will accept legal notifications.
  • Formation date. Want to delay your start? You can list a date up to 60 days in the future.
  • Existence. Skip this box if you want your LLC to continue existing indefinitely.
  • Business purpose. Most LLCs put a general purpose like “for any lawful purpose.” You don’t need to spill your guts here.
  • Organizer. The person who completes and submits your articles.

How can I keep my personal information off the public record?

All of the information that you list on your articles ends up on public record. It’s like handing junk mailers and spammers your personal business card. The key to keeping your information off public record is to hire a registered agent that will happily put their name and address on all of your state formation paperwork. That way, instead of you getting unnecessary robocalls and mailings, your registered agent’s office will deal with all that. Any registered agent worth their salt will be happy to keep your name out of the public eye. That’s what you pay them for.

What’s the difference between a member-managed and manager-managed LLC?

LLC members can either oversee the company, manage operations, and make decisions themselves, or they can hire outside parties to take on those roles. When an LLC is managed by its members, it is considered member-managed. If the members decide to hire someone from outside of LLC membership, the LLC would then be a manager-managed LLC.

For help with deciding which management structure will work for you, see our page on LLC Member Vs Manager.

How do I file the North Dakota Articles of Organization?

This is the important part. Filing your North Dakota Articles of Organization is what officially creates your LLC. You can file them online, by fax (really North Dakota, really?) or by mail. The filing fee costs $135 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

4. Write an LLC Operating Agreement

Drawing up an operating agreement for your LLC is an important step because it outlines the LLC’s rules and regulations as well as its basic structure. The purpose of the operating agreement is to govern the internal operations of the LLC, bring legitimacy to your business, and create a framework in case disagreements between members arise.

Check out our attorney-drafted North Dakota LLC Operating Agreement.

Does North Dakota require an LLC to have an operating agreement?

North Dakota does not specifically require an operating agreement, but it is in your best interest to write one. An operating agreement isn’t just annoying paperwork. It’s one of your LLC’s most important internal documents, and creating one can help your LLC with things like opening a bank account, keeping track of initial funding, and even handling the addition of members or the dissolution of the business.

What should be included in an operating agreement?

Operating agreements are specific to each LLC, but you’ll definitely want to address:

  • initial funding of the LLC
  • distribution of profits and losses
  • management and membership powers, duties, and voting rights
  • member and manager compensation
  • accounting responsibilities
  • transfer of membership interest
  • dissolution of the LLC

Does a single-member LLC need an operating agreement?

100% yes. Most banks want to see an LLC operating agreement before you open a business account. Having a business bank account is integral to your LLC maintaining its liability. What’s more, an operating agreement serves to give your LLC more legitimacy and provides guidance in case you want to add members to the LLC.

5. Get an EIN

Your next step is to get an EIN, more formally known as an Employer Identification Number. An EIN is a unique, 9-digit identification number that is assigned by the IRS. It helps the IRS identify business entities for tax purposes. EINs are free, and you can get one almost instantly through the IRS website. There’s really no reason not to get an EIN for your LLC.

Learn How to get an EIN for your LLC.

Do I need an EIN for my North Dakota LLC?

We recommend you get an EIN for your LLC. Sure, an LLC with no employees isn’t required to have an EIN, but not having one may make it more difficult to open a business bank account. Not having a business bank account for your LLC opens yourself up to reduced liability protection. Plus, without an EIN you may have to use your social security number during transactions with customers, vendors, and even the IRS. Why open yourself up to identity theft when you don’t have to?

What To Do After Forming Your North Dakota LLC

6. Open a Bank Account

Opening a business bank account draws a line between your personal and business finances. If you mingle your business and personal assets, you open the LLC up to weakened liability in the event of a lawsuit. Courts won’t know where your personal assets begin and end, and that can have drastic consequences for your personal assets. Having a business bank account also makes your life easier at tax time, and makes your LLC look legit in the eyes of potential customers.

To open a bank account for your North Dakota LLC, you’ll need to bring the following to the bank:

  • North Dakota LLC Articles of Organization (you can use a copy)
  • the LLC’s operating agreement
  • the LLC’s EIN
  • an LLC Resolution to Open a Bank Account (if your LLC has more than one member).

If your LLC has more than one member, use our free LLC Resolution to Open a Bank Account.

7. Fund the LLC

It’s all about the dollar dollar bills! Funding your LLC is an important step to becoming a fully functioning business. If you are the only member of your LLC, this step is pretty simple. Just write a check or set up a bank transfer from your personal account to your business account, and boom, your LLC is ready to rock. LLCs with more than one member fund the business in the exact same way, just with more people pushing their money to the middle of the table. Members can also fund the LLC with property or services, though both of these often trigger IRS scrutiny.

What is LLC membership interest?

Membership interest is the percentage of the LLC that each member owns. The amount of interest is usually calculated by the amount of funding each member contributes to the LLC. If Ron and Jon contribute $5,000 each to the LLC, and Don comes along and throws in $10,000, Don will have a 50% stake in the LLC. Ron and Jon will each have 25% membership interest. Usually this means that Don will reap 50% of the LLC’s profits. His voting interests will also outweigh those of Ron and Jon, though these issues can be addressed in the LLC’s operating agreement.

8. File State Reports & Taxes

The North Dakota Annual Report costs $50, and must be filed every year. However, if your report is more than 60 days late, they’ll hit you with a $100 penalty. Fail to file for six months, and North Dakota will dissolve your LLC. No thanks, Tom Hanks.

Worried you’ll forget? Let us file your North Dakota annual report for you.

When is the North Dakota Annual Report due?

Your North Dakota Annual Report is due November 15th. Your first report is due in the year following the calendar year in which your LLC became effective in North Dakota. For example, if you form your LLC in June, your first report will be due November 15th of the following year.

How are North Dakota LLCs taxed?

North Dakota LLCs are classified as “pass-through” entities by the IRS. This means that profits and losses from the business will flow from the business to the personal tax returns of each member. LLC members are responsible for paying their own income taxes, state taxes, and self-employment tax (15.3%). An LLC can also elect to be taxed as an S-corp or a C-corp.

Learn more about S-Corp Vs LLC tax designation.

Ready to Start an LLC in North Dakota?