Our Step By Step Guide

How to form a limited liability company in North Dakota

Forming a limited liability company provides liability protection for any type of business, and should be among the first steps you take as a new business owner. Starting a limited liability company 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?

In 2019, Thumbtack released a report on small business friendliness across the United States. North Dakota received a B+ for overall friendliness. High marks across the state included an A for its tax code and an A- for regulations and licensing. Additionally, an impressive A+ was awarded to North Dakota for its employment and hiring and the ease of starting a small business.

Are all those sweeping A scores getting you excited about starting a business in North Dakota? The state also proudly holds fourth place as one of the best states across the United States to start a business. Let's take a closer look at how to form an LLC in North Dakota.

Two Ways to Register Your Business

MyCorporation® can help you file all of the necessary documents to form your limited liability company 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 limited liability company 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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Let MyCorporation handle the formation process for you.

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See other business types

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

One of the first decisions you'll need to make as a new business owner is which type of entity you will form for your business. While each business type offers its own benefits, forming an LLC (limited liability company) is one of the most popular choices made by new business owners across the United States. An LLC is a relatively new type of legal business formation, considered a hybrid entity, combining the pass-through taxation and simple operation of sole proprietorship with the limited liability protection provided by a corporation.

One of the main reasons for the growing popularity of the LLC in North Dakota is its simple setup and flexible structure. An LLC is also considered the easiest type of entity to maintain with the fewest recurring/annual requirements. Plus, income from the business is passed directly to its owners as regular income, making taxes much easier for an LLC, which can help you lowering your tax preparation costs each year.

The Benefits of an LLC

  • Protect your Personal Assets
    Starting a business designates your business as a separate legal entity, preventing you from being personally responsible for the debts of your business.
  • Build Credibility
    Establishing a professional identity provides the benefit of showing potential customers and investors that your business is legitimate and here to stay.
  • Simple Management
    Limited liability companies are less formal and require fewer annual / maintenance requirements than other common entity types, making it a popular choice for small business owners.

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.

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 on the web 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 limited liability companies 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. This database reflects current information on record about business names registered with the Secretary of State. You can access information by the first few words of a business name, or any significant word in a business name. Be sure to check variations or alternate spellings as well, otherwise your filing may be rejected. In a pinch, you can use MyCorporation's business name search service, where we will conduct a more thorough search on your behalf and report back our findings. Plus, MyCorporation includes a business name search for free when we complete your LLC filings on your behalf!
  • Your business name must include the words "limited liability company," or its abbreviations "l.l.c." or "llc," "ltd.", "liability company," "limited liability co.", or "ltd. Liability co."

You can learn more about how to choose a business name and other important statutory information through the North Dakota Secretary of State.

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.

There are two options to choose from when it comes to setting up your limited liability company in North Dakota. "Member managed" or "manager managed". The first thing you need to know is that owners of any LLC are referred to as "members". A single member LLC has just one owner, while a multi-member LLC is an LLC owned by 2 or more members. Pretty simple, right?

North Dakota LLCs also must also designate one or more individuals to manage the day to day operations of the business. This can be handled by one of the members of the business (member managed, the most popular choice and the default in most states), or a professional manager appointed by the members to act on their behalf (manager managed).

While the differences are subtle, what you really need to know is that each member in a member managed LLC has the power to make decisions for the business. However, in a manager managed LLC, the members choose who will manage the business and relinquish all of the decision making to the manager chosen. The person chosen can be one of the members of the business as well, or it can be someone else entirely.

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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MyCorporation® takes the guess work out of starting your business. Answer a few simple questions, and our filing experts will take care of the rest.

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You will need to file Articles of Organization in North Dakota to order to form an LLC. This document includes basic information about the North Dakota LLC you wish to form.

What information should be included in the Articles of Organization?

Your Articles of Organization will include the following:

  • Name of the limited liability company
  • Date in which the LLC is effective when filed with the Secretary of State
  • Name and address of each LLC organizer
  • Signature of the LLC member and date

A filing fee of $135 is also required when submitting the Articles of Organization. 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.

After formation, the state of North Dakota requires an LLC to create an operating agreement. This agreement needs to be written, and should be kept with the company's records. To open a bank account for your business, you will often be required to submit both your operating agreement, and your EIN number.

What kind of information needs to be included in a North Dakota operating agreement?

Operating agreements are required in North Dakota and are important to laying the foundation of a properly run business. An operating agreement sets guidelines for the way your business operates now and into the future. Common details in an operating agreement include the following:

  • Basic contact details: The name of the LLC, the address of the principal business location and often, the registered agent address.
  • The business purpose: This is a basic one sentence description of what kind of business your LLC will do, and is often a very general description, which creates a bit more flexibility as the business matures.
  • Tax structure: Often this indicates the way the LLC will choose to be taxed. The main options are to be taxed as a sole proprietor or a partnership ( both pass through options ) or to be taxed as a corporation ( which requires an S Corp Election to be filed )
  • Ownership and management: This section lays out the general rules about how the business will operate day to day. This refers to step 3, where you determined whether your business would be "manager managed" or "member managed". As mentioned before, member managed is the default and the most common choice. If you are unsure, member managed is a pretty safe bet.
Tip: All of our formation packages include a sample operating agreement you can use directly, or modify to fit your needs. Start Now

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.

In the event that you need a bit of help, you may also turn to MyCorporation's business license compliance package. Our skilled professionals will do the work for you. We identify all of the licenses required by your business and provide you with the information you need in order to file.

Ready to Get Started?

MyCorporation® takes the guess work out of starting your business. Answer a few simple questions, and our filing experts will take care of the rest.

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An EIN (also called 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 far less sensitive. It is important to wait until the LLC has been approved by the state before applying, and for that reason, filing for an EIN is one of the last things to do when you are setting up a business.

Like a social security number, the 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, as well as "build credit" for your business
  • Apply for applicable business licenses when required.

You 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.

limited liability company 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 Organization
  • Name Availability Search
  • Minutes & Membership Certificates
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STANDARD
$124
  • Articles of Organization
  • Name Availability Search
  • Minutes & Membership Certificates
  • Annual Report service
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DELUXE
$224
  • Articles of Organization
  • Name Availability Search
  • Minutes & Membership Certificates
  • Annual Report service
  • Registered Agent services
Get Started

Frequently asked questions

In North Dakota, if your profession requires state licensing, you would incorporate your business as a Professional Service Limited Liability Company (PLLC). This often includes doctors, lawyers, therapists, and other professions where state licensure is required.

A PLLC is different than a Professional Corporation (PC), which consists of shareholders that own company stock and has different tax implications. North Dakota allows licensed professionals the opportunity to form both a PLLC and PC, if desired. PLLCs are usually more popular, as they require less effort to build and operate.

Generally, this can include the following professions:

  • Accounting
  • Acupuncture
  • Architecture
  • Chiropractic
  • Clinical social work
  • Dentistry
  • Law
  • Marriage, family, and child counseling
  • Medicine
  • Speech-language pathology and audiology
  • Nursing
  • Optometry
  • Osteopathy
  • Pharmacy
  • Physical therapy
  • Physician assistants
  • Podiatry
  • Psychology
  • Shorthand court reporters

According to the North Dakota Secretary of State, LLC 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.

Annual reports are due every year on or before August 1 of the year for North Dakota LLC's formation. You must complete the annual report form on FirstStop and file it online with a credit card payment or print it and mail it with a check, cashier's check, or money order payable to "Secretary of State." The filing fee is $25.

In order to form a limited liability company in North Dakota, you will be required to pay various fees for services. The breakdown of the required fees is as follows:

  • Articles of Organization Filing Fee - $130
  • Annual Report Fee - $25

In total, expect to set aside at least $160 to form an LLC 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.