North Dakota LLC Formation – Basics & Other Helpful Information

General Overview of the North Dakota LLC

This article is meant to be a general overview of the North Dakota LLC formation process and other basic issues related to LLCs.

Form an LLC in North Dakota

You can use this checklist to help guide you through the process of forming a North Dakota LLC:

Step 1: Decide on a Business Name

The first step in creating an LLC in North Dakota is naming your business. You’ll need to check with the North Dakota Secretary of State to make sure the name you’ve chosen is available. You can do this online via the North Dakota Business Name Search.

It is also highly recommended that you check the US Patent and Trademark Office to see if someone has a federal trademark of the business name you want (the North Dakota Secretary of State will not check other state’s databases or the federal trademark database). You can click here to have a comprehensive name availability search performed for you.

Your LLC name must contain the words “limited liability company” or the abbreviations “L.L.C” or “LLC.” The LLC may not contain the words “bank”, “banker”, “banking”, “trust”, or “trust company” unless you have written approval from the North Dakota Dept. of Financial Institutions.

North Dakota Trade Names

A trade name is similar to a “doing business as” (DBA) name. Although a trade name is not legally required, it is a wise business practice. Trade names last for 5 years and can be renewed. The filing fee is $25. North Dakota trade names are only applicable in North Dakota and are not substitutes for a national trademark filing.

See more info on North Dakota Trade Names →

Step 2: Register your LLC with the State

North Dakota Articles of Organization

Your North Dakota LLC is formed by signing and filing Articles of Organization with the North Dakota Secretary of State. The NDSOS recently launched FirstStop and prefers all LLCs be filed electronically through FirstStop. The Secretary of State staff will examine the articles for statutory compliance and will either approve the articles for filing or reject the articles with instructions on how to resubmit the document.

If the LLC will be engaged in farming or ranching, you will need to attach an Initial Report for Farming and Ranching to the Articles of Organization.

North Dakota Registered Agent Information

North Dakota requires that the LLC have a Registered Agent, which is an individual or a business entity the LLC appoints for the purpose of accepting service of process (lawsuit papers or legal documents) for the LLC. The Registered Agent must have a physical address in North Dakota.

Read more about Registered Agents →

Step 3: Create and Sign the LLC’s Governing Document

The governing document for an LLC is called the “company agreement” or sometimes the “operating agreement”. The company agreement is to an LLC like a partnership agreement is to a partnership (or bylaws to a corporation). The company agreement governs the internal operation of the LLC and is typically a private document that is kept in the company book and the principal place of business (it is NOT filed with the state). The company agreement can address many issues, some of the more common concepts found within a company agreement are:

• Limitations on the members liabilities
• The level of consent needed to take various actions (i.e. simple majority required to add new members)
• The percentage of the LLC that each member owns
• How profits and losses are allocated between the members (typically based on ownership percentages)
• Limitations on transferability
• What each member is contributing to the LLC and what happens is such contributions are not made.
• The authority of the members, officers, managers, committees, etc.
• How meetings are conducted

One of the reasons we recommend using an LLC formation company like IncFile is that they can provide you with a company agreement in connection with their LLC formation services.

Step 4: Get an EIN

After you form an LLC in North Dakota, you can get the EIN. There are a few different ways to get an EIN:

1. Apply Online Yourself: The IRS has an online EIN Application you can use to get an EIN. The turn around time on the EIN using this method is only a few minutes.
2. Use Form SS-4: You can get an EIN the old fashion way by completing Form SS-4 and mailing or faxing into the IRS. How long does it take to get the EIN this way? According to the IRS: if you mail in Form SS-4, it will take 4-5 weeks to get your EIN. If you fax in Form SS-4 you should have the EIN back in a week if you provide a fax number or 2 weeks if you don’t have a fax number.
3. Have a Third-Party Obtain: All of the LLC formation companies have the ability to get the EIN for you. The EIN obtainment charge varies by company, but it is generally between $50 and $100. If you get one of the higher priced packages, they will sometimes throw in the EIN for free.

Does my LLC Need an EIN? →

Step 5: Get Licenses and Permits

After you create your new North Dakota LLC, you’ll need to determine if your business/profession requires any licenses or permits to conduct business.

Read more about North Dakota Licensing and Permitting →

Registering a Foreign LLC in North Dakota

If you have a non-North Dakota LLC (aka Foreign LLC) and you are doing business in North Dakota, you may need to register the Foreign LLC in North Dakota. Each state has a different definition of “doing business”. In North Dakota, the kinds of activities that would not constitute “doing business” are outlined in the North Dakota Century Code, Section 10.32. 1-82.

The filing fee for the Certificate of Authority of Foreign LLC in North Dakota is $135.

See more about registering a foreign LLC in North Dakota →