How to Incorporate in North Dakota

Why

Start an ND Corporation?

In addition to one of the lowest income tax rates in the country, the state of North Dakota offers a range of business incentives, giving businesses in North Dakota a competitive edge. Your corporation may be able to take advantage of these incentives, provided it meets qualifying criteria.

For example, the Opportunity Zones Incentive was established to encourage long-term investments in low-income and urban communities nationwide.

For many entrepreneurs looking to form a larger business, ND incorporation may be the best choice. As a corporation, your business is able to buy and trade stock, and when it comes to excess profits, corporations offer more flexibility than a limited liability company (LLC). A corporation is allowed to pass income and losses to its shareholders, who report taxes on an individual tax return at ordinary levels.

Is an LLC Better Than a Corporation?

It all depends on your goals. For smaller businesses, limited liability companies are usually a better option. An LLC is easier to set up and receives many of the same benefits as corporations, but with less regulation.Learn more about forming a North Dakota LLC so you can decide which business entity is right for you.

Benefits of Forming a North Dakota C Corporation

Benefits of Forming a North Dakota S Corporation

It offers several advantages similar to those provided by a C Corp including, but not limited to:

In this guide, you’ll find information on naming your corporation, getting a Registered Agent, the fees you’ll need to pay, business taxes and much more. We also cover what you'll need to register your corporation and how you'll interact with the Secretary of State in North Dakota.

Start a Business in North Dakota Checklist

To help you along the way, use our Starting a Business checklist to keep track of everything you need to do to get your business up and running.

Step 1: Choose a Unique Business Name and Complete a State Business Search

Every North Dakota business must have a unique name that hasn't already been claimed by another business in the state. If you’re having trouble thinking of a name, try using our Business Name Generator to gather ideas. You'll need to follow a few naming rules, which you can read about in detail on the North Dakota Corporation Names page. Once you’ve decided on a name, you’ll need to make sure it’s available in North Dakota. To see whether another company in the state is using your desired business name, use our tool to do a North Dakota entity search. You can also carry out a name search on the state's digital business portal.

Step 2: Provide an Official Business Address for your Corporation

All ND corporations must have a designated address. It could be your residence address (if you’re running the company from your home), a building where your office is located or any physical address of your choice. The address can be outside the state of North Dakota and can be a P.O. Box.

You may also be able to use a virtual mailbox for your business address. Bizee can provide you with a North Dakota virtual mailbox where we'll receive your mail and scan it for your online review. This can be especially helpful if you run a home-based business and don't want your home address published as part of your business public record.

Step 3: Assign a Registered Agent

Someone who receives official correspondence and is responsible for filing reports with the North Dakota Secretary of State is known as a Registered Agent. Every North Dakota corporation is required to have a Registered Agent.

You can fill this position yourself, assign another manager in your business or use a Registered Agent service. If your Registered Agent in North Dakota is a person, they must have a physical street address in North Dakota and must be available during business hours to receive important documentation on behalf of your company. You'll appoint your Registered Agent when you file your Articles of Incorporation with the Secretary of State and formally create your corporation.

All of Bizee’s business formation packages include Registered Agent service. It’s free for the first year and just $119 per year after that. You can also access a digital dashboard to view any document we've received on your behalf.

Step 4: File Your Articles of Incorporation with the North Dakota Secretary of State (SOS)

Once you've gathered all the information for your corporation, you’ll need to file your Articles of Incorporation with the Secretary of State. This will officially create your business.

Your Articles of Incorporation must be filed online via the state's digital portal.

You only need to file your Articles of Incorporation in North Dakota once, but once a year thereafter, you'll also need to file an annual report with the Secretary of State in ND via the FirstStop portal. Bizee can remind you about this every year, or we can do it for you if you have us handle the paperwork.

What are the fees and requirements to incorporate in North Dakota?

Annual Report

Step 5: Get an Employer Identification Number (EIN) from the Internal Revenue Service

You'll need an EIN to identify your business to the IRS. You use this number for filing and paying taxes, submitting payroll information and payments for your employees and opening a business bank account. You can obtain one directly from the IRS, or Bizee can get one for you as part of the ND corporation creation process.

Step 6: Write Bylaws

A set of rules that govern how a corporation will be run, bylaws detail how many directors the corporation will have, whether the board of directors will have annual meetings and what the voting requirements will be, among other things.

Some states legally require companies to create bylaws, however the state of North Dakota is not one of them. If you choose to adopt bylaws you won't need to file them with the State, simply keep them with your other business records.

Regardless of legalities, it's always a good idea to write and follow bylaws to protect your business from any future changes and events.

Types of ND Corporations

C Corporation

When you file to start a corporation, by default, it's a C Corp. This is the choice for large businesses that will trade shares in the stock market.

A North Dakota C Corporation will offer you several liability protections, but it will also be required to adhere to numerous strict rules and regulations. It will also likely have a substantial amount of administrative overhead, and won't enjoy as many tax advantages as other corporation types.

Learn more about C Corporations.

S Corporation

Technically, an S Corporation isn't a business entity the way LLCs and C Corporations are. It's a tax filing status. An LLC or a C Corporation can be an S Corporation. It's just a matter of filing a form with the IRS.The main reason to file as an S Corp is to save money on self-employment taxes. To get an idea of how much money you might save, use our S Corp Tax Calculator.

If you want your North Dakota C Corporation to be treated as a North Dakota S Corporation, file the IRS Election by a Small Business Corporation form, also known as Form 2553 or an S Corp Election form.

Consult with your tax advisor or accountant to determine whether this is your best option.

Learn more about S Corporations.

Compare S Corp vs. C Corp to learn the benefits and drawbacks of both, and decide which one will best suit your needs.

Professional Corporation

Some states, including North Dakota, allow certain occupations to form Professional Corporations. North Dakota professional law, known in the state as the Professional Organizations Act, Title 10, Chapter 10-31, § 10-31-01 defines a Professional Corporation in North Dakota as:

"...a corporation that is incorporated under this chapter for the purpose of rendering professional service and which has as its shareholders only:

Check with the Secretary of State to confirm whether your business should and can be a Professional Corporation.

Farm Corporation

A farm corporation is a legal entity that may be established in North Dakota by one or more individuals, but no more than fifteen shareholders. The shareholders of a farm corporation must be related individuals or one of the following:

In addition, a farm corporation must be engaged in farming which is defined as "cultivating land for production of agricultural crops or livestock, or the raising or producing of livestock or livestock products, or fruit or horticultural products. It does not include production of timber or forest products, nor does it include a contract whereby a processor or distributor of farm products or supplies provides grain, harvesting, or other farm services."

Foreign Corporation

If your business operates in another state and you want to expand into North Dakota — or vice versa — you’ll need to form a Foreign Corporation.

Learn more about North Dakota Foreign Corporation registration.

Nonprofit Corporation

Charitable organizations can incorporate as nonprofit corporations. This means all the profits they generate are donated to the organization supported by the charity, minus administrative costs.

A nonprofit corporation is also exempt from federal and state taxes, allowing more of the profit to benefit the charity.

Note: Everything in this guide applies to for-profit corporations, and mostly to C Corps and S Corps. Items listed as requirements for forming a corporation may or may not also apply to nonprofits.

Limited Liability Company

Depending on the kind of business you want to start, or your personal circumstances and goals, an LLC may be a better option. For example, you may only want to build a small business that you yourself will run with just a few employees and you may not need the options to buy and sell stock.

A North Dakota LLC is usually a better option for a smaller business. It's easier to set up, but it still offers you certain advantages you'd get from a corporation. You can even have your LLC treated as an S Corporation for tax purposes to save you money.

Regardless of which direction you decide to go, we can help you with your North Dakota business registration.

Learn more about limited liability companies.

Sole Proprietorship or Partnership

These are the simplest types of businesses to set up. That's because there's no real setup to do. If you don't choose to form a separate business entity, by default, you'll have either a sole proprietorship (just you) or a partnership (you and one or more other people).

Neither of these options provide you with any special benefits or liability protections and can leave your personal assets vulnerable. For these reasons, we don't recommend them.

Compare business entity types to decide which one is best for you.

Helpful Resources from the State of Texas

More Information in This Guide