Register a Foreign LLC in North Dakota
In order to get your out-of-state LLC ready to do business in North Dakota, you'll need to file a Certificate of Authority with North Dakota's Secretary of State. The filing costs $135, and you can submit your certificate online. Our guide below shows you how to do it.
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How to Register a Foreign LLC in North Dakota
In North Dakota, the process of registering a foreign LLC (called foreign qualification) requires business owners to submit a Certificate of Authority Application of a Foreign Limited Liability Company ($135) to the Secretary of State. Here’s how it works:
In order to conduct business in the state of North Dakota, you must first obtain a certificate of good standing (or equivalent document) from the governing authority in your home jurisdiction. A certificate of good standing shows that your company has paid all taxes and required fees and is generally fit to do business. You’ll need to attach it to your Certificate of Authority Application.
In most states, you can request your certificate online and receive it immediately. North Dakota requires that all certificates of good standing must have been issued within 90 days prior to your application for foreign qualification.
Your North Dakota Registered Agent can be a business or someone you know—but that person must have a physical address in North Dakota, and (most importantly) must be able to deliver legal notifications to your business in a timely manner. When companies start expanding operations into other states, many choose to hire a registered agent service like Northwest to handle this important aspect of their business for them.
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To foreign register your LLC in North Dakota, you’ll have to complete the state’s Certificate of Authority Application of a Foreign Limited Liability Company online (create an account HERE) and file it with the North Dakota Secretary of State. Here’s what to include:
- Federal identification number (EIN)
- Name of LLC
- Name of LLC in North Dakota (if your LLC’s name is taken in North Dakota)
- Jurisdiction where LLC was formed
- Business purpose
- Principal address of LLC (in home state)
- Business address in North Dakota (if any)
- Name and business address or each manager or governor (if any)
- Name and street address of registered agent in North Dakota
- Date of expiration in home jurisdiction (if your LLC has an end date—most don’t)
- Signature of someone authorized to do business on behalf of your LLC (it doesn’t have to be a member)
- Signature of registered agent
You will also need to attach your certificate of good standing (or equivalent in your state), along with the $135 filing fee. Some foreign LLCs may also require additional attachments:
- LLCs doing work that requires a professional license—for example, lawyers, medical professionals and licensed trades persons, among others—must include a Certificate of Professional License form signed by a representative from that profession’s North Dakota licensing board.
- If your business name is the same or similar to one already in use in North Dakota—and you can get permission from that business to use it as well—you can file and include a Consent to Use of Name form signed by the business in question. This form requires a $10 fee.
- If you will operate under a different name than the legal name of your company, you must file your trade name with the North Dakota Secretary of State—this process requires a $25 fee—and include the registration with your application.
Note: The information you list on your foreign qualification application will end up on North Dakota’s public record, searchable by anyone with a smart phone. If you don’t like the sound of that, hire Northwest, and our information will go here instead.
After submitting your Application for Registration, a copy of the official filing will be made available in your online account, as well as North Dakota’s Business Records Search. Just type in your LLC’s name, and boom, you’ll find your foreign qualification documents in your online account (you’ll need to create an account).
Ready to Register a Foreign LLC in North Dakota?
North Dakota Foreign Registration FAQs
The processing fee for filing an Application for Registration in North Dakota is $135.
You can file your North Dakota Certificate of Authority Application of a Foreign Limited Liability Company online through FirstStop.
North Dakota can take up to 30 days to process filings, which means you might have a bit of a wait before you receive your Certificate of Authority from North Dakota.
Yes, all foreign LLCs in North Dakota must file a North Dakota Annual Report. Your report will be due each year on or before November 15 (the first annual report is due in the year after the LLC is initially registered in North Dakota). The filing fee is $50.
Many states don’t clearly define doing business largely because the business landscape is always evolving. North Dakota is less specific about what doing business is than what it is not. But in most states, you’ll need to register a foreign LLC if you hire employees, open a location, sell services or products, or apply for a professional license within the state.
According to NDCC 10-19.1-143, activities that do NOT constitute transacting business in North Dakota include, but are not limited to:
- Settling or defending lawsuits
- Holding board meetings
- Maintaining bank accounts
- Maintaining offices for the transfer of securities
- Selling goods or services through an independent contractor
- Soliciting orders (before they become contracts)
- Isolated transactions completed within thirty days outside of similar repeated transactions
Want to know if your LLC needs to foreign qualify? Visit our guide on doing business in another state to learn more.
You can amend your foreign LLC filing in North Dakota by filing a Amended Certificate of Authority Application. The filing fee is $50.
To withdraw your North Dakota foreign LLC, you’ll need to file a Certificate of Withdrawal Foreign Limited Liability Company Application with the North Dakota Secretary of State. There is a $20 filing fee. Withdrawing your foreign LLC from North Dakota does not change the status of your LLC in its home state; it only removes the legal ability for the LLC to do business in North Dakota.
No. North Dakota Articles of Organization are only filed by domestic North Dakota LLCs.
You must pay all applicable North Dakota taxes, just like a domestic North Dakota LLC. By default, your LLC will be taxed as a pass-through entity, which means your business profits pass through the company itself and get reported as income on individual members’ tax returns. An LLC may choose to be taxed as a corporation instead, but to do that you’ll have to file paperwork with the IRS.