Last Updated on August 27, 2020

The Limited Liability Company (LLC) is a popular business entity choice structure for many businesses starting in North DakotaThe LLC provides personal liability protection and has the potential to save money on taxes. With a little research, you can learn how to form an LLC in North Dakota without an attorney.

Unlike a sole proprietorship or partnership where the small business owner can be personally liable for lawsuits against the business, the LLC is a separate legal structure, protecting for the business owner’s personal assets.

Related: How Does an LLC Protect You?

Besides the liability protection, the Limited Liability Company provides several other benefits over the sole proprietorship, partnership, and corporation because of the multiple tax options, ease of administration and management flexibility.

Forming an LLC in North Dakota is fairly straightforward, but it’s nice to have some support in case you have questions or get stuck.  IncFile and Inc Authority provide LLC formation guidance for only the cost of the state fees!

Related: Should you use a Formation Service, Hire an Attorney or Do it Yourself?

To form a Limited Liability Company in North Dakota, file the Articles of Organization with the North Dakota Secretary of State.  The LLC filing fee is $135.

Approval time for the LLC is typically between 2 and 3 weeks.

 

HOW TO FILE THE ARTICLES OF ORGANIZATION AND FORM A NORTH DAKOTA LLC

Begin by downloading the Articles of Organization.

In the first section, you are asked whether the LLC is being formed for general business purposes or farming.  Select the one that applies.

 

Article 1: Name the LLC

Enter the name you want for the LLC.  The name of the LLC also has to differ from other entity names registered with the Secretary of State.  Check on available LLC names before filing to be sure the one you want is available.

Additionally, the name of the LLC must include one of the following designators at the end of the business name:

  • Limited Liability Company
  • L.L.C.
  • LLC

A comma may be used after the business name and before the designator.  “Cowboy Cleaners LLC” and “Cowboy Cleaners, LLC” are both acceptable.

Before settling on a name, you may want to see if a domain name is also available in order to match your business name and website address.

 

Article 1A: Address of Principal Executive Office

In this section, enter the street address, city, state and zip code of the initial principal office.  This address must be in North Dakota and can be the physical address of the LLC or it can be the address where the business records are stored.  You may not use a PO Box for the designated office.

 

Article 2: Registered Agent

To have an LLC in North Dakota, a Registered Agent must be identified.  The Registered Agent can either be a resident of North Dakota (Select “noncommercial registered agent”) or a Resident Agent service (Select “commercial registered agent”) that is registered with the Secretary of State.  See the Secretary of State’s Commercial Registered Agent List.  The agent must have a physical address in the state (PO Boxes are not allowed) and act as a point of contact to receive legal documents, tax notices, summons, subpoenas, etc on behalf of the LLC.

Even though the business owner can be the registered agent, their name and address become public record and with that comes a loss of privacy. This is more important for some entrepreneurs, especially when they are doing business from home.

 

Article 3: Effective Date

If you want the LLC to start on today’s date choose the box that says “When filed with the Secretary of State”.  Otherwise select the box that says “Later on (month, day, year)” and enter a date less than 90 days in the future to start.

The main reason for delaying the LLC start date is when the filing is being done close to the end of a calendar year and the business will not have any activity until the start of the year.  By delaying until the following year they will reduce the number of end-of-year filings.

 

Article 4: Term of Existence

In this section, you can indicate how long the LLC will remain in existence.  Most LLCs will choose a perpetual/indefinite existence, however, some businesses (usually investment related) will have a specific closure date.

 

Article 5: Business Description

This is an option, you adopt the default statement of being in business for “any lawful purpose”, however, you can provide some basic information about what the business does.

Related: How to Answer the Business Description Statement.

 

Article 6: Other Provisions

This is an optional section and not used by most LLCs.  Here you would include additional rules for the operation of the LLC.

 

Article 7: Name, Address, and Signatures of Organizers

An LLC Organizer is someone involved with the formation of the Articles of Organization.  The Organizer may or may not become a member, such as a mentor, attorney or accountant, but the initial members will all be listed as organizers.

List each organizer along with their mailing address and have them sign.

 

Step 8: Pay and File

Mail the Articles of Organization along with payment to:

Business Registration Unit
Secretary of State
State of North Dakota
600 E Boulevard Ave Dept 108
Bismarck, ND 58505-0500

In approximately 2-3 weeks, the LLC will be approved.

Tasks After Forming Your LLC

Once the LLC has been formed, there are a few additional steps to take care of. Below is a list of the most common tasks.

Prepare an Operating Agreement

The operating agreement is a document that governs the framework of an LLC.  This document covers items like ownership rights, member responsibilities, how profits and losses are distributed and more.

Most states do not require an LLC to have an operating agreement but it is still worth considering. Without an operating agreement:

  • The LLC could be subject to generic state rules that may be detrimental in the event of a lawsuit
  • Member’s personal liability protection may be diminished
  • Members may not have a full understanding of their roles and responsibilities which could lead to costly disputes in the future

Related: North Dakota operating agreement template

Obtain an EIN

The EIN or Employer Identification Number is a unique 9-digit number for a business. Similar to a social security number for an individual, the EIN identifies business entities for tax purposes.  

The EIN will be needed in order to open a bank account, register for business licenses and permits, file tax returns, pay payroll taxes and more. 

Related: How to Apply for an EIN

Open an LLC Bank Account

Opening a bank account for your LLC is important for liability protection as the account separates the business’s funds from the member’s personal funds.

Several documents will be needed to open a business bank account such as:

  • A banking resolution is a document that authorizes the members to open a business bank account on behalf of the LLC.
  • Copies of the original formation paperwork from the state showing the creation of the LLC.
  • Driver’s licenses of the members.
  • Depending on the age of the LLC, a North Dakota Certificate of Good Standing may be needed to prove the LLC is active and in good standing with the state.

Related: How to Open a Business Bank Account for your LLC 

Apply for Business Licenses and Permits

Depending on what your business does and where it is located, there will likely be a variety of business licenses and permits to register for before starting. Some common registrations include:

  • Business License – Some cities require businesses to obtain licensing before they can start. In some cases, even home-based businesses must have licensing in order to legally operate. 
  • Professional License – Certain services such as contractors, electricians, cosmetologists and others must be licensed.
  • Sales & Use Tax Permit – In order to sell products and certain services, registration with the North Dakota Office of State Tax Commissioner will be necessary.

Related: What Business Licenses are Needed in North Dakota?

File Annual Reports

LLCs are required to file an annual report with the North Dakota Secretary of State.  The annual report updates ownership information and other details.

Related: How to File a North Dakota LLC Annual Report