Home › State Guides

North Dakota LLC Annual Report: $50, Due November 15, With a $50 Late Fee and a One Year Reinstatement Window

Every North Dakota LLC files an annual report with the Secretary of State for $50, delivered before November 16 each year, stated as a November 15 deadline, starting the year after formation. The late fee is $50, so a late report costs $100. Six months past the deadline the company is involuntarily terminated by operation of law, and reinstatement at $135 is available for one year only.

By the LLCForming research teamFees checked Nov 8, 2026

The annual report, in one table

Item	North Dakota rule
Who files	Domestic LLCs and foreign LLCs authorized in North Dakota, under Section 10-32.1-89.
When	Delivered to the Secretary of State before November 16 of each year under Section 10-32.1-89(3), which the Secretary of State states as a November 15 filing deadline. The first report of a domestic LLC is due before November 16 in the year following the calendar year of the effective date in its articles, and the first report of a foreign LLC in the year following the calendar year its certificate of authority was issued. Nothing is due in the formation year. Farming or ranching LLCs and Authorized Livestock Farm LLCs file by April 15 instead, at the same fee.
Fee	$50 under Section 10-32.1-92(25). Filed late, an additional $50 applies under Section 10-32.1-92(25)(a)(1), for $100 in total. Report fees are not refundable if a report cannot be filed for missing information or insufficient payment.
What it contains	Under Section 10-32.1-89(1): the company name and the state or country under whose laws it is organized; the address of its registered office in this state, the name of its registered agent at that address, and the address of its principal executive office; a brief statement of the character of the business in which it is actually engaged in this state; and the names and addresses of its managers and governors, or the name and address of the managing member or members. The report is on forms prescribed by the Secretary of State, with information as of the execution date, and is filed through FirstStop.
Corrections	A report filed before the deadline that is returned for correction does not incur the failure to file penalties if it is corrected and returned within thirty days after the Secretary of State returned it, under Section 10-32.1-89(3)(b).

The late fee is $50, and a late report is $100

Section 10-32.1-92(25)(a)(1) provides the additional fee for filing after the date in Section 10-32.1-89(3): fifty dollars. Added to the $50 report fee, a late report costs $100 in total. Guides quoting a $25 late fee for a North Dakota LLC are wrong on the primary source; the figure belongs to a different entity's penalty or to no source at all. After the deadline, the Secretary of State notifies a company that failed to file that its certificate of organization or certificate of authority is not in good standing and that it may be terminated or revoked, under Section 10-32.1-89(4).

Involuntary termination: six months after the deadline, by operation of law

North Dakota's name for administrative dissolution is involuntary termination. Under Section 10-32.1-90(1)(b), a domestic LLC that fails to file its annual report together with the Section 10-32.1-92 fees within six months after the date established in Section 10-32.1-89(3) ceases to exist and is considered involuntarily terminated by operation of law. The Secretary of State notes the termination on its records and gives notice to the company, and its decision on this ground is final. For a foreign LLC the parallel sanction is revocation of the certificate of authority on the same six month timeline under Section 10-32.1-90(2)(b). Failure to appoint and maintain a registered agent and registered office, failure to file another required record, and a material misrepresentation in a filing are separate termination grounds in the same section. One caution on wording elsewhere: the Secretary of State's Maintain Registration page describes the practical window more loosely, as termination if the past-due report is not filed within 6 to 12 months of being placed into not good standing. The statute's six months after the November 16 date rule is the precise rule, and it is the one this page follows.

Reinstatement: $135, within one year, or a court appeal after that

Section 10-32.1-91(1)(a) allows a company terminated for failure to file an annual report, or a foreign LLC whose authority was revoked for that failure, to be reinstated by filing a past-due report together with the statutory filing and penalty fees for an annual report and a reinstatement fee as provided in Section 10-32.1-92. The reinstatement fee is $135 under Section 10-32.1-92(25)(a)(2). For a single missed year the package is therefore $50 for the report, $50 for the late fee, and $135 for reinstatement, or $235 in total. The fees must be paid and the report filed within one year following the involuntary termination or revocation. Reinstatement returns the company to active status and, as of the date of the termination or revocation, validates contracts and other acts within the authority of the articles and restores assets and rights, subject to Section 10-32.1-91(1)(c). After the one year window there is no administrative reinstatement. Section 10-32.1-91(1)(b) provides an appeal to the district court in the judicial district serving Burleigh County, tried de novo, and a court order reversing the Secretary of State must require filing the most recent past-due report and paying the fees for all past-due reports plus the reinstatement fee.

The other standing duty: the registered agent record

Under Section 10-32.1-16, an LLC must continuously maintain a registered office and a registered agent under Chapter 10-01.1, either a commercial registered agent listed with the Secretary of State or a noncommercial registered agent with a complete physical address in North Dakota on file. A statement of change of registered office or registered agent costs $10. Letting the agent record lapse is not a paperwork slip: failure to appoint and maintain a registered agent and registered office is an independent ground for involuntary termination or revocation under Section 10-32.1-90.

Closing a North Dakota LLC on purpose

Dissolution begins with an event in Section 10-32.1-50(1), such as an event the operating agreement states causes dissolution or the consent of all the members, and the company then winds up under Section 10-32.1-51: it shall discharge its debts, obligations, and other liabilities, settle and close its activities, and marshal and distribute its assets, which Section 10-32.1-54 applies first to creditors, including members who are creditors. Two filings appear in the winding up, and only one of them ends the company. The notice of dissolution is optional, costs $10, and states that the company is dissolved. The articles of dissolution and termination cost $20 and are the terminating filing. A dissolved company may also choose the claims tools in Sections 10-32.1-52 and 10-32.1-53: written notice to known claimants with a receipt deadline of not less than 120 days, or a single newspaper publication of notice of dissolution barring claims not brought within five years after publication. On tax clearance, the position is proof by omission from the statute itself: neither the dissolution and winding up sections nor the fee schedule contains a tax clearance certificate or a Tax Commissioner sign-off, and no such condition is stated in Chapter 10-32.1. Final tax returns remain a separate obligation to the Tax Commissioner. Our dissolution guide covers the wind up order.