Do I Need a Registered Agent in North Dakota?
When starting a new business corporation, Limited Liability Company (LLC), Limited Liability Partnership (LLP), or Limited Partnership (LP) in North Dakota, an important detail to have on your checklist is choosing a registered agent to receive legal paperwork on your behalf should the need arise.
Learn what a registered agent is, their job duties, the requirements to be one, and more.
What is a registered agent?
A registered agent, also known as a resident agent or statutory agent in some states, is the party identified in your North Dakota business to ensure you do not miss important notices regarding your business. A North Dakota registered agent can be an individual North Dakota resident or an organization registered or authorized to do business in North Dakota.
A North Dakota registered agent must have a physical location in North Dakota and be present at that address during normal business hours for the purpose of receiving, accepting and forwarding to your business any legal documents delivered to the registered agent. If your business does not have a physical location in North Dakota where you are registered, choosing a registered agent to receive your important correspondence is a must.
Does North Dakota require a registered agent?
A registered agent is required by the Secretary of State when forming a North Dakota LLC, corporation, LLP, or LP. This appointment is first made in the entity formation documents (Articles of Organization or Articles of Incorporation) but can be changed at any time.
Sole proprietorships and general partnerships do not need a registered agent.
The requirements for an entity to have a registered agent are formed under North Dakota Statutes Chapter 10-01.1, which mandate that registered entities will have and continuously maintain a north Dakota registered agent and registered office within the state. The agent must be available during normal business hours to accept any service of process, notice, or demand pertaining to the entity and forward it to the appropriate individuals.
What happens if you don’t have a registered agent?
Not only is a registered agent required when forming an LLC or corporation, but you must maintain a registered agent to keep the entity in compliance. Besides the requirement of designating a registered agent at the time of formation, there are several reasons to have one:
- Not Receiving Legal Notices – If the listed registered agent cannot receive legal notices, this lawsuit will still proceed. If a process server is unsuccessful in reaching the company’s registered agent, the court can proceed with the case. This could result in a judgment being placed against the business without the owners knowing.
- Administrative Dissolution – In North Dakota, if the business doesn’t have a registered agent, the state can dissolve the entity.
- Penalties and Fees – By not maintaining a current registered agent, penalties and state fees can be levied against the entity and, in some cases, the owners too. Once an entity is no longer in good standing with the state, the owners may lose their liability protection and are at risk personally.
- Entity Closure – Waiting too long to remedy the lack of a registered agent may result in the administrative closure or dissolving the entity.
Common questions about a North Dakota registered agent
How is a registered agent appointed in North Dakota?
A corporation, LLC, LLP, or LP may choose an individual or commercial registered agent when filing the initial formation paperwork or by filing the Commercial or Noncommercial Registered Agent Statement of Change (SFN 13019) with the North Dakota Secretary of State.
What is required of a registered agent in North Dakota?
Unlike the incorporator or organizer of your business (the person who files the formation documents), a registered agent continues to serve on behalf of your entity after filing the formation paperwork. One of the primary obligations for a registered agent is to receive, on the behalf of the entity, notices of any tax documents, state correspondence, lawsuits, causes of action, or legal notices that may be filed against, or served upon, your business.
Upon delivery of any important documents, the business has been officially served, and the timeline to respond begins. If a registered agent is not able to accept these legal documents, the Secretary of State’s office has the authority to accept the service of process on the business’s behalf. Without a registered agent, there could be a delay in receiving these notices, which reduces the time to defend against the complaint.
Who can be a registered agent in North Dakota?
A registered North Dakota domestic business entity, or a foreign business entity authorized to do business in the state (however, the registering entity can’t be its own registered agent), or an individual, business owner, member, officer, director, etc. that is 18 years or older can be registered agent.
The registered agent needs to have a physical street address (often referred to as a registered office or principal office) in the state of North Dakota. This can be your home address, the address of a family member, an accountant or attorney, the address of the business, or a professional registered agent service. Any physical address in the state may be used, but PO Boxes and mail drop services are not acceptable since someone has to be available to sign for documents.
The agent will also need to be available to receive Service of Process on behalf of the business during normal business hours. Service of process refers to the delivery of legal documents, often a summons, subpoena, or lawsuit filed against a business entity.
Should you be your own North Dakota registered agent?
Provided one of the members or officers live in North Dakota, it is less expensive to act as your own agent rather than hiring a service. While this is the route many businesses take, there are a few reasons to consider hiring a service.
Due Date Reminders – Registered agent services provide annual report reminders and updates on any state requirements.
Privacy – The registered office address becomes public record and is available for anybody to see. This can be especially concerning if someone is doing business on the side and they don’t want their employer to know about the business. Also, if the business is sued, the notice will be delivered to the address on file. This could mean employees, customers, or even neighbors witnessing the event. There is also the remote possibility of a vindictive litigant or upset customer showing up at your house.
Availability – North Dakota requires the registered agent to be available at the principal address during regular business hours. The biggest issue with availability, especially if a home address is used, is if the agent goes on vacation or is otherwise away for some period of time and can’t be reached.
If the Business Expands to Additional Locations – If the business has a physical presence in multiple states (offices, warehouses, employees, etc.), a foreign entity registration will often need to be filed with those states. A registered agent will need to be appointed with a physical address in each state.
How much does a registered agent service cost?
Depending on the services provided, a commercial registered agent service typically costs between $100-$150 per year. Northwest Registered Agent is a popular service that charges $125 per year and offers several extras such as document scanning and mail forwarding and Harbor Compliance has a basic service starting at $99.
Some entity formation companies, like IncFile, includes registered agent service at no cost for the first year when you register your corporation or LLC with them.
How do you change a registered agent in North Dakota?
If the registered agent changes, the entity is required to file a change of registered agent.
A registered agent can be changed by submitting the Commercial or Noncommercial Registered Agent Statement of Change (SFN 13019) along with the filing fee to the Secretary of State.
After changing the registered agent, be sure to update the operating agreement (LLC) or bylaws (corporation) with the new agent’s information.