How to Start an LLC in North Dakota
Before registering, several tasks must be completed, including: choosing a name for your LLC, selecting a registered agent, creating an operating agreement to govern business operations, and setting up the company for tax purposes.
The process of starting an LLC can be complex, but we're here to help make it easier by breaking down each step for you.
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1. Select a Name for Your LLC in North Dakota
According to North Dakota law, an LLC's name must include the terms "Limited Liability Company" or its abbreviations "L.L.C." or "LLC." The name must be unique and not already in use by other businesses registered with the North Dakota Secretary of State.
You can verify the name's availability in the Secretary of State's business name database. To reserve the name for a year, submit a Reserve Name Application (Form SFN 13015) to the North Dakota Secretary of State either online, by mail, or fax for a fee of $10.
Using a Trade Name for Your LLC
Your LLC's legal name registered in the Articles of Organization can be different from the name you use for business purposes, known as a trade name, assumed name, "DBA" (Doing Business As), or fictitious business name. To use a trade name in North Dakota, you must register it with the North Dakota Secretary of State.
This registration gives you exclusive rights to the name within the state and can be done by submitting a Trade Name Registration (Form SFN 13401) online, by mail, or fax for a fee of $25.
2. Designate a Registered Agent in North Dakota
In North Dakota, it's mandatory to appoint a registered agent for your LLC. The registered agent acts as a representative and receives official documentation from the North Dakota Secretary of State's office and legal notices, such as subpoenas.
When selecting a registered agent in North Dakota, make sure they have a physical office address in the state (PO boxes aren't allowed) and operate during normal business hours (9 AM to 5 PM local time, Monday to Friday).
While you can opt to serve as your own registered agent, it comes with the risk of being served paperwork, such as a service of process, in front of clients.
Benefits of a Third-Party Registered Agent Service in North Dakota
Therefore, many business owners in North Dakota choose to work with a third-party registered agent service that can handle this paperwork and pass it along at a mutually convenient time.
A professional third-party registered agent service in North Dakota is affordable and saves you time and effort.
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3. File the Articles of Organization
An LLC in North Dakota is established by filing the Articles of Organization with the North Dakota Secretary of State.
This can be done online using the Secretary of State's FirstStop application or by mail. The fee for filing is $135.
The Articles of Organization must include the following information:
- Name and principal office address of the LLC
- Purpose of the LLC
- Whether the LLC will have a set end date or exist perpetually
- Name and address of the registered agent
- Effective date of the LLC (if not immediate)
- Names, addresses, and signatures of the LLC's organizers
Foreign LLC formation
If an LLC formed outside of North Dakota wishes to conduct business in the state, it must register with the North Dakota Secretary of State.
Here are the steps to follow for foreign LLCs doing business in North Dakota:
- Ensure that the LLC name complies with North Dakota LLC naming regulations and check for availability in the state through the Archived Business Records Search.
- Select a registered agent in North Dakota.
- File the Certificate of Authority For Limited Liability Company Application with the North Dakota Secretary of State. The form is available through FirstStop and can be submitted online, by fax, or by mail. The fee is $135.
4. Make an Operating Agreement
An operating agreement outlines the workings of your LLC business. Although North Dakota doesn't mandate it, having one is crucial for your business. A clearly defined, written operating agreement helps resolve disputes related to financial agreements and other legal matters, and protects the interests of your LLC and its members.
The operating agreement can include, but is not limited to, the following:
- Name and address of the LLC's principal
- Duration of the LLC
- Details of the registered agent including name and address
- Information regarding the Articles of Organization
- Business purpose
- Contributions of the members
- Division of profits and losses
- Admission and exit of members
- Management of the LLC
- Indemnification and liability provisions.
5. Apply for an EIN
To get your business taxes in order and to obtain any necessary permits or licenses to operate, you'll need to apply for an Employer Identification Number (EIN), also known as a Tax ID Number or Federal Tax Identification Number, from the Internal Revenue Service (IRS).
This number acts as your business's Social Security number for tax purposes and allows you to pay and file taxes, hire and pay employees, open a business bank account, and more. Even if you're the sole member of your LLC, it's a good idea to get an EIN to separate your personal finances from your business finances.
You can obtain your LLC's EIN from the IRS website, by mail, or by fax, or through our EIN service which is quick and hassle-free.
File Annual Reports
Both Domestic and Foreign North Dakota LLCs must file an annual report with the North Dakota Secretary of State by November 15th each year, starting the year after the LLC was first registered with the Secretary of State.
The report can be filed online through the Secretary of State FirstStop page, with a filing fee of $50.
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