Register a North Dakota Foreign LLC
A North Dakota Foreign LLC is an LLC that was originally formed outside of North Dakota but has registered to do business there. Foreign LLCs that intend to do business in North Dakota need file a Certificate of Authority Foreign Limited Liability Company Application with North Dakota's Secretary of State and pay a $135 state filing fee. If your LLC owns or leases property in North Dakota, pays employees, applies for a local business or professional license, or pays sales taxes in North Dakota, it's a safe bet to that you will need to register with the Secretary of State's office.
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How to Register a Foreign LLC in North Dakota
In North Dakota, the process of registering a foreign LLC, generally referred to as Foreign Qualification, requires business owners to submit a Certificate of Authority Foreign Limited Liability Company Application to the North Dakota Secretary of State. This isn’t the only step, but never fear, our guide walks you through the steps to registering a North Dakota Foreign LLC.
1. Obtain a Certificate of Good Standing
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 required taxes and fees and is generally fit to do business. You’ll need to attach it to your Certificate of Authority Application.
How do I get a Certificate of Good Standing?
In most states, you can request a Certificate of Good Standing online and receive it immediately. The Certificate of Good Standing must have been issued within 90 days prior to applying for your North Dakota Certificate of Authority.
2. Appoint a North Dakota Registered Agent
Your North Dakota Registered Agent can be a business or someone you know—but that person must have a physical address in North Dakota, keep regular business hours, and (most importantly) be able to deliver legal notifications to your business in a timely manner.
Can I be my own North Dakota registered agent?
You can if you live in North Dakota. Otherwise you’re better off hiring a professional registered agent service.
Why hire a registered agent service for my North Dakota foreign LLC?
For starters, a North Dakota registered agent is required by state law. Beyond that, registered agents not only handle important legal mailings, but many will also allow you to use their address on your state registration documents, which keeps your private information off the public record.
3. Complete the Certificate of Authority Application
To register your foreign LLC in North Dakota, you’ll have to go online and complete the state’s Certificate of Authority Application of a Foreign Limited Liability Company. 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). Some foreign LLCs may also require additional attachments:
- LLCs doing work that requires a professional license—for example, lawyers, medical professionals and licensed tradespersons, 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.
If you’re ready to get started, you can Register Your Foreign LLC in North Dakota now with Northwest.
How much does the Certificate of Authority Application cost?
The state filing fee is $135.
How do I file my North Dakota Foreign LLC Registration Application?
You can file your Certificate of Authority Application online through North Dakota’s FirstStop.
Does a North Dakota foreign LLC need to file a Certificate of Organization?
No. You’ll only need to file a Certificate of Organization (also known as LLC Articles of Organization) if you’re forming a new LLC. Foreign LLCs simply file the Certificate of Authority.
4. Find your Certificate of Authority online
After submitting your Certificate of Authority Application, a copy of the official filing will be made available in your online account, as well as in North Dakota’s Business Records Search.
How long will it take for North Dakota to process my Certificate of Authority Application?
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.
North Dakota Foreign LLC Registration FAQ
How do I amend a foreign LLC in North Dakota?
You can amend your foreign LLC filing in North Dakota by filing a Amended Certificate of Authority Application. The filing fee is $50.
What does doing business mean in North Dakota?
NDCC 10-32. 1-82 defines transacting business as “the ownership in this state of income-producing real property or tangible personal property” (with a few exceptions). This definition is pretty vague, but in general, 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.
Activities that do NOT constitute transacting business in North Dakota include, but are not limited to:
- Settling or defending lawsuits
- Holding meetings
- Maintaining bank accounts
- Maintaining offices for the transfer of securities
- Making or investing in loans
- Collecting debts
- Selling goods in isolated transactions completed within thirty days
Does a foreign LLC have to file an annual report in 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, starting the year after the LLC registers in North Dakota. The filing fee is $50.
How are foreign LLCs in North Dakota taxed?
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.
How can I withdraw my North Dakota foreign LLC?
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.