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How to Form an LLC in North Dakota

North Dakota charges $135 to form an LLC through the FirstStop portal, and then $50 a year for an annual report due each November 15. The traps are in the penalties, not the sticker price: the late fee is $50, not the $25 many guides print, reinstatement after an involuntary termination costs another $135 and is only available for one year, and the state splits its registered agent into two kinds, commercial and noncommercial, with different things stated in the articles for each.

By the LLCForming research teamFees checked Nov 8, 2026

The North Dakota filing steps

1. Check your name on the state's own search

   Check the name in the FirstStop Business Search before you file. Under Section 10-32.1-11(1) NDCC, a North Dakota LLC name must be expressed in English language ASCII characters and must contain the words "limited liability company" or the abbreviation "L.L.C." or "LLC"; "limited company" and "L.C." are not listed alternatives in this state. The name may not contain "corporation," "incorporated," "limited partnership," "limited liability partnership," or "limited liability limited partnership," may not contain "limited" or "company" standing apart from "limited liability company" or its permitted abbreviations, and may not include "bank," "banker," "banking," "trust," or "trust company" without written approval from the North Dakota Department of Financial Institutions. Under Section 10-32.1-11(1)(e), the name must be distinguishable in the records of the Secretary of State from other entity names on record, reserved names, registered fictitious names, registered trade names, and registered trademarks or service marks; North Dakota applies "distinguishable on record" standards under North Dakota Administrative Code Chapter 72-03-02, and the Secretary of State decides. An indistinguishable name can still be used if you file the written consent of the holder of the other name, for a $10 consent fee, or a certified copy of a court judgment establishing your prior right. A search does not hold the name. To reserve one, file an application to reserve a name for $10 under Section 10-32.1-92(11); Section 10-32.1-12 reserves it for twelve months, renewable for successive twelve month periods, which is far longer than the 120 day reservation most states use.

2. Choose your registered agent

   North Dakota uses the registered agent wording, and Chapter 10-01.1, the North Dakota Registered Agents Act, splits the role in two. A commercial registered agent is a person listed with the Secretary of State under Section 10-01.1-06 as a commercial registered agent; if you choose one, the articles name the agent and you do not need to supply the agent's address, because the Secretary of State keeps the commercial list in FirstStop. A noncommercial registered agent is a person who is not on that list, and the filing must include the agent's complete physical address in North Dakota. Either kind may be an individual residing in North Dakota or a domestic or foreign corporation or limited liability company. Under Section 10-32.1-16, every LLC shall have a registered office and a registered agent in the manner Chapter 10-01.1 prescribes, and the Secretary of State requires a physical address in North Dakota. A business may not serve as its own registered agent, though an individual from the business may serve as the noncommercial agent if the individual resides in North Dakota, and the business must obtain the agent's approval before naming the agent. The $1,000 commercial registered agent listing fee in Section 10-01.1-03(1)(a) is a fee for joining the commercial list itself, and it falls on the agent, not on your LLC, so it appears in no total on this site. Change the agent or the office with a statement of change for $10, the fee Section 10-32.1-92(15) sets by reference to Section 10-01.1-03(1)(c). If the company does not maintain an agent, or the agent cannot with reasonable diligence be found, the Secretary of State is an agent of the company for service of process under Section 10-32.1-19(2), and failure to appoint and maintain an agent and office is itself a ground for involuntary termination under Section 10-32.1-90.

3. File the Articles of Organization with the Secretary of State

   File the Articles of Organization with the Secretary of State through the FirstStop portal at firststop.sos.nd.gov, the channel the Secretary of State directs filers to for formation, annual reports, and other filings. The fee is $135 under Section 10-32.1-92(1), for filing articles of organization and issuing a certificate of organization, and the Secretary of State lists the same $135 as the registration fee for domestic and foreign LLCs alike. Under Section 10-32.1-20(2)(a), the articles must state the name of the company, complying with Section 10-32.1-11; with respect to the registered agent, either the name of the commercial registered agent as provided in Chapter 10-01.1, or the name and address of a noncommercial registered agent in this state; the address of the principal executive office; and the name and address of each organizer. No member names, no manager names, and no business purpose are required for a standard business LLC. The articles may state an effective date of organization not later than ninety days from the date of filing. Under Section 10-32.1-20(4), the company is formed when the articles have been filed, or at the later date the articles specify, and if the Secretary of State finds the articles conform to law and all fees have been paid, the Secretary files the articles and issues a certificate of organization. The Secretary of State also registers farming or ranching LLCs, Authorized Livestock Farm LLCs, and Professional LLCs at the same $135 fee; a Professional LLC must include a Certificate of Professional License (SFN 13610) or licensing board certification with its articles, and the farming types use an April 15 annual report deadline instead of November 15.

4. Get an EIN from the IRS

   Free, online, and takes minutes once your North Dakota filing is approved. Never pay a service for this. See EIN for an LLC for the walkthrough and the one IRS rule (a real person as responsible party) that surprises people.

5. Write your operating agreement

   North Dakota's definition is broader than most states. Under Section 10-32.1-02(36) NDCC, an operating agreement means the agreement, whether or not referred to as an operating agreement and whether oral, in a record, implied, or in any combination of those, of all the members of the company, including a sole member. Written form is not required. Under Section 10-32.1-13, the operating agreement governs relations among the members and between the members and the company, the rights and duties of a manager or governor, and the activities of the company, and to the extent the agreement does not provide for a matter, Chapter 10-32.1 governs it instead. The agreement has real limits: it may not eliminate the duty of loyalty, the duty of care, or the contractual obligation of good faith and fair dealing except as the statute permits, vary the court's power to decree dissolution, or vary the winding up requirement. Management defaults are set in Section 10-32.1-39: the company is member-managed unless the operating agreement expressly provides for manager-managed or board-managed management, so North Dakota has three management forms. The agreement is an internal document. It is not part of the Section 10-32.1-20 filing package and Section 10-32.1-92 sets no fee for one. Put it in writing anyway, because an oral or implied agreement is much harder to prove than to describe.

6. Open the business bank account and handle licenses

   Bring your approved formation document and EIN letter. Then check your city and county for a general business license and your industry for state permits. North Dakota issues no single statewide general business license through the Secretary of State. Licensing is industry specific, through state agencies and boards, or local, through your city or county. The near universal state level step is tax registration with the Office of State Tax Commissioner for the taxes your activity triggers, such as sales and use tax or employer withholding. Check your industry and your city before you budget, because those offices, not the Secretary of State, set those charges.

Filing details that trip people up

• The annual report is $50, the late fee is another $50, and reinstatement is $135 inside a one year window. Under Section 10-32.1-89(3), the annual report must be delivered to the Secretary of State before November 16 of each year, which the Secretary of State states as a November 15 filing deadline, and the first report is due in the year following the calendar year of formation, so nothing is due in the formation year itself. The fee is $50 under Section 10-32.1-92(25). Section 10-32.1-92(25)(a)(1) sets the additional fee for late filing at fifty dollars, so a late report costs $100 in total; any source quoting a $25 North Dakota late fee is quoting a different entity's penalty or is simply wrong. A company still unfiled six months after the November 16 date ceases to exist and is involuntarily terminated by operation of law under Section 10-32.1-90(1)(b). Reinstatement under Section 10-32.1-91(1)(a) requires filing the past-due report together with the statutory filing and penalty fees and a reinstatement fee of $135 under Section 10-32.1-92(25)(a)(2), all within one year following the termination. For a single missed year the package is $50 plus $50 plus $135, or $235 in total. After one year there is no administrative reinstatement; the route is an appeal to the district court serving Burleigh County.
• Foreign LLCs pay $135, and a home state certificate is required, certified within 90 days per the application form. A foreign LLC may not transact business in North Dakota until it has procured a certificate of authority, and the fee is $135 under Section 10-32.1-92(20). Section 10-32.1-75 requires the application to be filed with a certificate of status from the filing office in the home jurisdiction and accompanied by a certificate of good standing or a certificate of existence duly authenticated by the organizing officer of the home state or country. The 90 day freshness window is a requirement of the official certificate of authority application form, which requires that certificate to have been certified within 90 days; the window is stated that way here because Section 10-32.1-75 itself states no number of days. The consequences of transacting business without a certificate are set in Section 10-32.1-84: the company may not maintain an action or proceeding in this state, although its contracts stay valid and it can still defend one, a member, manager, or governor is not liable for the company's debts solely because of the unregistered business, and the civil penalties run up to $5,000 against the company and up to $1,000 against each governor, member, or agent who authorizes, directs, or participates in the unregistered business, with an injunction available on top. Unlike some states, the section lists no liability for back registration fees. Withdrawal costs $20 under Section 10-32.1-92(24).
• A different business name means a trade name registration with the Secretary of State, $25 for 5 years, and it is effectively required. North Dakota registers a DBA as a trade name under Chapter 47-25 NDCC, filed with the Secretary of State through FirstStop, not at a county office. The Secretary of State states that a business using a name other than the original name registered with the office must file a Trade Name Registration, and Section 47-25-01 provides that a person or organization may not engage in business in this state under a trade name until the trade name is registered, so registration is effectively required before operating under another name, not an optional extra. An acronym or shortened version of the legal name counts as a trade name too. Under Section 47-25-04(1), registration costs $25, remains in force for five years, and may be renewed within ninety days before its expiration date by reregistering in the same manner as an original registration; the Secretary of State must notify the registrant at least ninety days before expiration. Registration grants the exclusive right to the name in North Dakota and creates a public record of the owner, but it is a state level protection only. Our DBA guide covers the details.
• The pass-through return is Form 58. Form 60 is the S corporation return, and there is no flat entity tax. North Dakota follows the federal classification. The Tax Commissioner's Form 58 booklet states that an LLC classified as a partnership for federal income tax purposes is treated like a partnership for North Dakota purposes and must file Form 58, the Partnership Income Tax Return, if it is required to file a federal Form 1065 and carries on business or derives gross income from sources in North Dakota; the form itself carries a "Filed by an LLC" box, and the filer completes a North Dakota Schedule K-1 (Form 58) for the partners. Form 60 is the S Corporation Income Tax Return, for an S corporation including an LLC taxed as an S corporation, and guides that hand a default LLC Form 60 have the forms backwards. Members pay the North Dakota income tax on their own returns; for tax year 2025 the Tax Commissioner publishes individual rates of 0.00%, 1.95%, and a top rate of 2.50% by bracket and filing status. A passthrough entity must withhold at the highest individual rate, 2.50% for 2025, from a nonresident member's North Dakota share of $1,000 or more unless an exception applies, or file a composite return for electing nonresident members; both are collections of the members' own tax, not a separate entity charge. No franchise tax, privilege tax, or minimum entity tax on a default LLC appears in Chapter 10-32.1 or the Tax Commissioner materials, so nothing of the kind is in the totals.
• Closing takes the $20 Articles of Dissolution and Termination. The $10 Notice of Dissolution is optional and ends nothing. Dissolution events are in Section 10-32.1-50(1) and include the consent of all the members. In winding up under Section 10-32.1-51, the company may file a notice of dissolution for $10 under Section 10-32.1-92(17), and files articles of dissolution and termination for $20 under Section 10-32.1-92(19) to terminate the company; only the second filing ends it. North Dakota has no publication requirement at formation, and the Act's only newspaper publication is also at the end and also optional: Section 10-32.1-53 lets a dissolved company publish notice of its dissolution once in a newspaper of general circulation to bar claims not brought within five years after publication. No tax clearance certificate or Tax Commissioner sign-off appears in the dissolution sections or the fee schedule; final tax returns are a separate obligation to the Tax Commissioner, not a Secretary of State filing condition stated in Chapter 10-32.1.

After your North Dakota LLC is approved

Get the EIN, open the business bank account, and register with the Office of State Tax Commissioner for the tax accounts your activity triggers. Then set the one recurring reminder North Dakota imposes: the annual report, $50, delivered before November 16 each year and stated by the Secretary of State as a November 15 deadline, with the first report due in the year after formation. File it on time, because the late fee is another $50 and six months past the deadline the company is involuntarily terminated by operation of law, with reinstatement at $135 available only within one year. Keep the registered agent and registered office record current as well, and file a statement of change for $10 whenever either changes. If the business will operate under a name different from its legal name, register that trade name with the Secretary of State for $25 before using it; the registration lasts five years.

The full recurring picture for North Dakota, with fees and due dates, is on the North Dakota annual report and compliance page, and the money view is on the North Dakota LLC cost page.

North Dakota LLC questions