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How to Start a Corporation in North Dakota

To start a North Dakota corporation, you must file Articles of Incorporation with the Business Registration Unit and pay a $100 filing fee. While this filing creates your business, it’s really just the first step to launching your North Dakota corporation. The complete steps to incorporating in North Dakota are as follows:

  1. File North Dakota Articles of Incorporation
  2. Pay the North Dakota Business Registration Unit $100
  3. Wait to receive your Certificate of Incorporation
  4. Get a federal tax ID (EIN) for the corporation
  5. Create North Dakota corporate bylaws
  6. Take these documents to the bank and get a North Dakota corporate bank account
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North Dakota Articles of Incorporation free download. When you're done filling out the form, submit it to your state.

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Documents & Forms

How to File North Dakota Articles of Incorporation

To form a North Dakota corporation, you file the Articles of Incorporation in the following steps:
Step 1 Choose a name for your new corporation
Step 2 Decide what address you’d like to list publicly
Step 3 Decide if you want to hire a registered agent service to minimize public disclosures
Step 4 Decide when you’d like your corporation to begin
Step 5 Declare the purpose of your corporation
Step 6 Decide how many shares to authorize and their par value
Step 7 Choose an incorporator to sign and submit your Articles
Step 8 Fax your Articles and credit card authorization to 701-328-2992 or mail to the Business Registration Unit, Secretary of State, State of North Dakota, 600 E Boulevard Ave Dept 108, Bismarck ND 58505-0500 with a credit card authorization or check

How Long Does it Take to Start a North Dakota Corporation?

2-4

Standard Filing: 2-4 Weeks

At the moment, the Business Registration Unit processes everything manually, so filings typically take a few weeks to get approved. However, the Secretary of State office is currently testing an online business registration system called FirstStop, which should debut in the near future (and speed up filings significantly).

What is the Cost of a North Dakota Corporation?

The state filing fee is $100. Hire Northwest to form your North Dakota corporation and your total out-the-door cost is $325. This includes state fees, a full year of registered agent service and all the forms you need to open a corporate bank account.

 

How Much Does a Corporation in North Dakota Cost Each Year?

This is the filing fee for the mandatory North Dakota Annual Report.

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What is a North Dakota Annual Report?

Your North Dakota Annual Report is a form you file in order to update your corporation’s ownership and contact information with the state. The report and $25 fee are due August 1st each year. Forget to file? The fee goes up to $45 if filed in the next three months and then shoots up to $85 thereafter. After a year, the state will revoke your corporation’s charter.

Northwest can help you avoid these annoying late fees and penalties. When you hire us as your registered agent, we’ll send you report reminders to help you stay in compliance. Better yet, let us take on this task—for $100 plus state fees, we’ll prepare and file your Annual Report for you.

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What are the Taxes for a North Dakota Corporation?

North Dakota taxes are not too bad—pretty straightforward and fairly low. The North Dakota corporate net income tax rates are:

1.41%: $0 to $25,000
3.55%: $25,001 to $50,000
4.31%: 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%

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Is a Registered Agent Required for a North Dakota Corporation?

Yes, your corporation is required to have a North Dakota registered agent. In your Articles, you can list either a noncommercial agent or a commercial agent. Noncommercial agents are individuals or businesses that aren’t registered as agents with the Secretary of State. You can even be your own noncommercial agent—but this can come with a few unexpected headaches.

Registered agents have to list the address where they’ll be regularly available in their Articles of Incorporation. Because your Articles and other business entity filings are public documents, any information you list becomes a hot commodity for data sellers and solicitors. At best, you’ll end up with a mailbox full of junk. Registered agents also have to be available at the address listed during business hours. When you’re stuck in the office, it becomes a whole lot harder to attend meetings, run errands—or just take a few days off here and there to fish Devil’s Lake.

A better option? Consider hiring a commercial registered agent service like Northwest. When you sign up with us, you can use our address and information throughout your Articles of Incorporation. No need to worry about junk mail or unwanted visitors on your doorstep. We’ll also accept, scan and send you any legal notices the same day, so you’re free to come and go as you please.

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North Dakota Corporation Versus North Dakota LLC:

North Dakota corporations are the winner when it comes to state filing fees. Corporations pay $100 to form while LLCs shell out $135. Annual Reports are cheaper for corporations too—$25 vs $50 for LLCs.

People often assume corporations pay more in taxes (and sometimes they do), but both LLCs and corporations have a variety of tax options—for example, both entities can elect to be taxed as S corps, which would make their tax obligations the same.

Corporations and LLCs also operate a bit differently. Corporations have stock, which can be beneficial for raising capital and attracting investors. The traditional corporate structure (directors, officers, shareholders, etc.) is typically familiar and can help large businesses get organized quickly. LLCs have fewer formalities, so they tend to be a little easier to operate, especially for small businesses or new business owners. Thinking about an LLC? Here’s information on starting an LLC in North Dakota.

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Do I Need a Tax ID Number (EIN) for a North Dakota Corporation?

Absolutely. The IRS requires corporations to obtain an EIN for their federal tax filings. You may also need your EIN to complete other initial business paperwork, from applying for licenses to opening a corporate bank account.

You can get an EIN at no cost if you file an application directly with the IRS. If you’d rather save some time and skip the extra application, you can hire us to get your EIN for you—just add on EIN service during checkout when sign up for our North Dakota incorporation service.

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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.

Does a North Dakota Corporation Need Bylaws?

Absolutely. Once your Articles of Incorporation are approved, you’ll have some important decisions to make to finish organizing your North Dakota corporation—and these decisions make up your bylaws.

In your bylaws, you’ll need to consider your board of directors: who they are, how they’re replaced and how many members are needed to pass a resolution. You’ll have to plan out details for your officers, including how they’re elected and what duties they have. And you’ll need to spell out any 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.

Your bylaws will have a huge impact on your North Dakota corporation—but where do you begin? Northwest can help you get started on the right foot. When you hire us to form your North Dakota corporation, we give you free corporate bylaws. We also give you free resolutions, meeting minutes templates and more—everything you need to organize your corporation. Check out the free corporate forms we provide to help corporations form and maintain their businesses.

North Dakota Articles of Incorporation Requirements

Business Type

The state uses the same form for both normal business corporations and farm corporations. Farm corporations will need to tick the farming box and also complete an Initial Report for Farming or Ranching. Tip: Most corporations are just regular business corporations.

Business Name

Your name must include “Corporation,” “Incorporated,” “Company,” “Limited” or an abbreviation for one of these words. Also, you can’t include words like “trust” or “bank” without approval from the Department of Financial Institutions.

Principal Office

This street address is the official address of your corporation. Tip: Hire Northwest as your registered agent, and you can use our North Dakota address as your principal office address.

Registered Agent

List either a commercial registered agent (like Northwest) or a noncommercial registered agent (like yourself). Tip: We’re fans of Northwest.

Registered Office

If you listed a noncommercial agent, you’ll need to provide a registered office address. The address must be a street address in North Dakota and will become part of the permanent record of your corporation. Tip: Hire a commercial agent like Northwest and skip this section—our address is already on file with the Secretary of State.

Effective Date

When do you want your North Dakota corporation to start? If you want it to start right away, tick 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 tick the second box and enter an effective date up to 90 days in the future.

Purpose

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.

Authorized 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.

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. Tip: We’ll be your incorporator when you hire Northwest to form your North Dakota corporation.

Corporate Compliance
by Local Corporate Guides®