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How to form a nonprofit corporation in North Dakota

Forming a nonprofit corporation provides liability protection for any type of business, and should be among the first steps you take as a new business owner. Starting a nonprofit corporation can help you protect your personal assets while adding legitimacy to your company. Follow our step by step guide or let us handle the paperwork on your behalf, ensuring your business is filed quickly and accurately.

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Why start your business in North Dakota?

The nonprofit corporation sector serves millions of people throughout North Dakota - and within the United States. This is a quote from Al Jaeger, North Dakota Secretary of State, who shared with the North Dakota Association of Nonprofit Organizations that North Dakota nonprofits contribute to the economy of the state and help enhance its overall quality of life.

Setting up a North Dakota nonprofit corporation may be the next, best step for your business. Let's look at the steps necessary to get started.

Two Ways to Register Your Business

MyCorporation® can help you file all of the necessary documents to form your nonprofit corporation in North Dakota.

File and submit the formation paperwork yourself

Our free guide provides you with all of the information you'll need to form your nonprofit corporation in North Dakota. Bookmark this page as a reference so you can return easily as you complete each step of the process.

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Are you looking for another entity type? We offer several other guides for the state of North Dakota.

A nonprofit corporation is a business formed with the purpose of furthering a particular social cause or advocating for a specific point of view. Rather than earning a profit, a nonprofit corporation reinvests its revenue to achieve its objective instead of distributing that income to its shareholders.

Nonprofit corporations, at their core, are a variation of a traditional C corporation formed to provide public benefit. While much of the structure and set-up process is similar between the two entities, setting up a nonprofit properly has a few additional caveats to be aware of including applying for federal and state tax exemptions.

Nonprofits are most popularly known for being tax exempt. This means they do not pay income tax on the money they receive on their income. If your business plans to operate only for scientific, research, educational, religious, or charitable reasons, a nonprofit would be your best entity fit.

The Benefits of a Non Profit Corporation

  • Protect your Personal Assets
    Starting a nonprofit corporation designates your business as a separate legal entity, preventing you from being personally responsible for any debts accrued by your business.
  • Build Credibility
    Establishing a professional identity for your nonprofit demonstrates the charitable intentions of your business to the community, providing additional credibility and trust.
  • Tax Advantages
    Non profit corporation owners can apply for tax exemption under certain circumstances, allowing more money to go towards the charitable cause your business was created for.

Compare the main entity types below

Entity Type
Liability
Taxation
Maintenance
Limited Liability Company Combines limited liability protection with a pass-through tax structure. IRS rules allow LLCs to choose between being taxed as partnership or corporation. The easiest entity to maintain with the least amount of formal annual requirements.
Corporation Owners / shareholders have limited personal liability for business related debts. Separate taxable entity, corporate profits among owners and corporation. Meetings are required to maintain corporate status. Stock may be sold to raise capital.
Non-Profit Corporation A corporation formed for a charitable, educational, religious, literary, or scientic purpose. Contributions to charitable corporation are tax-deductible. Can get tax exempt status with the IRS. Annual reports, minutes, meetings are required to maintain nonprofit / tax exempt status.
Tip: Try our free entity choice tool. Answer a few simple multiple choice questions about your business, and our tool can recommend the entity type that best fits the needs of your business.

Now that you have decided to start a nonprofit, you need to determine the charitable mission and purpose for the business. In order to comply with IRS regulations, it's important that your business is organized for an exempt purpose. Your business may not engage in political activities and must not overcompensate its members.

The next step will be to decide on a name for your business. Choose a name that is memorable and unique, easy to understand and pronounce, and accurately represents your business. You'll want to search your name choices online to quickly find out if they are already taken. It's also best to jot down one or two alternatives, in case the name you settle on is not available for registration in North Dakota.

There are a few rules that North Dakota Nonprofit Corporations must follow in order to register a name. The name you choose must be unique and not "confusingly similar" to the name of any other North Dakota business. This is to prevent fraud or misrepresentation and is a common rule in all 50 states. You can find out whether a name is available in North Dakota by utilizing the North Dakota Secretary of State's Business Records Search function. Enter the first few words of a business name, or any significant word in a business name to begin your search and see if there are any possible conflicts. Be sure to check variations or alternate spellings as well, otherwise your filing may be rejected.

Tip: A business name check is included with every one of our business formation packages. We check with the state to determine the availability of your business name automatically. You can also conduct a nationwide business name search here.

Most states require that you designate a registered agent for your business, and North Dakota is no exception. A registered agent acts as the state's means to communicate with a business and is responsible for receiving legal and official documents related to the business.

Did you know North Dakota was the first state to adopt the Model Registered Agents Act? In the state of North Dakota, it is required that all entities registered with the Secretary of State must maintain a commercial or noncommercial registered agent and address in North Dakota. A P.O. Box is not accepted as a registered agent address. A member of the LLC can act as the registered agent if desired, or you may also use a third-party registered agent service like MyCorporation.

Why designate a third party to act as my registered agent?

It should be noted that registered agent information is made publicly available. This can cause privacy concerns for business owners who do not wish to list their personal contact information on the internet for everyone to see. It is also common for the registered agent to become a target of spam or robocalls since this private information is relatively easy to obtain. Another issue that may arise is that in the case of a lawsuit, these documents would be hand delivered directly to the registered agent, and in the case that you used your business location for this purpose, this could occur in front of your customers. This is why many business owners opt for a third-party registered agent service such as MyCorporation to act as a registered agent on behalf of their business.

Another issue that may arise is that in the case of a lawsuit, these documents would be hand delivered directly to the registered agent. In the case that you used your business location for this purpose, this could occur in front of your customers. This is why many business owners opt for a third-party registered agent service such as MyCorporation to act as a registered agent on behalf of their business.

Tip: Our Deluxe and Premium formation packages include a full year of registered agent services for your business. We also offer standalone registered agent services which you can add to your business later.

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The state of North Dakota requires you to file Nonprofit Articles of Incorporation for a Nonprofit Corporation to form a nonprofit corporation.

What information should be included in the Articles of Incorporation?

This document includes basic information about the North Dakota nonprofit corporation such as:

  • Name of the nonprofit corporation
  • Address of principal executive office
  • Name of commercial registered agent in North Dakota
  • Address of noncommercial registered agent in North Dakota
  • Purpose for which corporation is organized
  • Name and address of each incorporator
  • Signature and date for each incorporator

A filing fee of $40 is also required when submitting the Articles of Incorporation. Payments must be made payable using checks or credit cards and submitted to the Business Registration Unit at the Secretary of State - State of North Dakota.

Bylaws are the detailed set of rules agreed upon and adopted by the board of directors of the nonprofit. Think of these as an instruction manual to run the business. They include rules and procedures related to meetings you will hold, and notes on the ways you will elect officers and directors of the business. While bylaws are not required for nonprofit corporations in the state of North Dakota, it is recommended that nonprofit corporations still maintain and keep a record handy.

If you are not sure how to create corporate bylaws, you can purchase MyCorporation's customized Minutes and Bylaws package. Inside our package you will find internal documents required to fulfill your corporate formalities and properly operate your business after it has been incorporated.

The first board meeting for your business is often referred to as the organizational meeting of the board. During this meeting, the initial directors of the business will adopt the corporate bylaws, set the fiscal year, and appoint corporate officers.

This meeting and all future meetings of the board of directors must be recorded in corporate minutes. Minutes are documents that detail what was discussed and any decisions the business makes during meetings. They are kept with the corporate records.

Corporate minutes are required for all North Dakota nonprofit corporations by law. Falling behind on this critical task can cause your business to fall out of good standing, and even jeopardize its tax-exempt status. It is important to maintain a corporate minute book. Inside you may keep originals or copies of all the signed and approved minutes or Actions by Unanimous Consent from any special or annual meetings of the corporation's shareholders and directors.

An EIN (also referred to as a Federal Tax ID) is a nine-digit number that is issued by the IRS and used to uniquely identify your business for tax purposes. Think of it as a Social Security Number (SSN) for your business, except an EIN is less sensitive. Like an SSN, an EIN allows you to:

  • Open business checking, savings, or investment accounts
  • File taxes for the business
  • Complete payroll for employees if applicable
  • Obtain lines of credit and credit cards, and build credit for your business
  • Apply for applicable business licenses when required
  • File for tax exempt status

You will only need a few pieces of information to file, including your mailing address and legal business name. You can apply online with the IRS by downloading IRS Form SS-4, or work alongside a third party organization like MyCorporation to complete an EIN application.

Tip: If a North Dakota nonprofit corporation pays more than $100 in wages to employees each calendar quarter, you'll need to obtain a State Employer Identification Number, or SEIN. In order to do this, you will need to register with the North Dakota Employment Development Department (EDD).

Your nonprofit corporation is not automatically tax exempt. In order to become tax exempt, you will need to take certain steps to obtain this status. First, you will need to file for exempt status with the Internal Revenue Service using either Form 1023 or Form 1024, depending on the classification of your organization. In some cases, you may be eligible to file Form 1023-EZ, a streamlined version of the application for recognition of tax exemption. You can avoid a $25 fee if you file for federal tax exemption before filing with the state.

Even if you have obtained federal exemption for your organization, you still need to submit an Exempt Application form (FTB 3500) to the Franchise Tax Board to obtain state level exemption. Although most of North Dakota's laws dealing with tax exemption are like those found in the Internal Revenue Code, obtaining state exemption is a separate process from obtaining federal exemption.

You can learn more about the process directly from Publication 557 from the IRS.

It is advised that your nonprofit corporation checks in with the North Dakota Secretary of State for this section. The state will further detail if your nonprofit corporation needs a solicitation permit and the charitable solicitation laws set throughout the United States.

Which licenses and permits are required to operate a business in North Dakota? You may refer to the Licensing Information page of the North Dakota State Government for a full list of business licenses necessary to run a small business.

All businesses are required to file for a general business license (sometimes referred to as a business tax certificate) in the state of North Dakota. If you plan on operating your nonprofit in multiple cities, you will need to apply for a business license in each location. Additional permits may be required along with a general business license and are to be filed with the county or state. You can find out about the specific licenses applicable to your business by checking with the city offices where you will conduct business, or by using MyCorporation's business license compliance package. Our team of skilled professionals will identify the licenses required by your nonprofit and provide you with all the information you need to file.

nonprofit corporation Formation Packages

Save money and simplify the process of starting your business by bundling the services you need with our business formation packages.

BASICS
$99
  • Articles of
  • Name Availability Search
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STANDARD
$124
  • Articles of
  • Name Availability Search
  • Annual Report service
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DELUXE
$224
  • Articles of
  • Name Availability Search
  • Annual Report service
  • Registered Agent services
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Frequently asked questions

According to the North Dakota Secretary of State, nonprofit corporation processing times run typically 2-3 business days if you file online. You may also file by mail which takes up to four to six weeks processing time. All orders are processed in the order they are received.

In order to keep your nonprofit in good standing, there are reoccurring requirements that must be met.

  • All nonprofits must file a Statement of Information with the Secretary of State every two years.
  • All nonprofits must hold an annual meeting of the directors logged in their corporate minutes.
  • All nonprofits (except schools, hospitals, and religious organizations) need to file the annual registration renewal fee report. The fee for the report may vary, so check in with the Colorado Secretary of State for further guidelines.

In order to form a nonprofit corporation in North Dakota, you will be required to pay various fees and taxes. The breakdown of the required fees is as follows:

  • Nonprofit corporation filing application fee - $40
  • Annual Report Fee - $125

In total, expect to set aside at least $65 to form a nonprofit corporation in North Dakota.

According to the North Dakota Secretary of State, foreign entities that wish to transact business in North Dakota must first obtain a certificate of good standing from the Secretary of State. Businesses in good standing may print off their certificate of good standing for free from the North Dakota Secretary of State.