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:
- Options for creating, transferring and selling stock, though not as many as a C Corp
- The capacity for up to 100 shareholders
- Simpler rules than those that apply to C Corporations
- Easy transfer of ownership simply by selling your stock
- The possibility of saving money by allowing you to pay less self-employment tax
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.
How to Form an ND Corporation Yourself in 6 Steps
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.
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. Incfile 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.
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 Incfile’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.
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.
Here’s what is typically included:
- The name of the corporation
- The name and address of the registered agent
- The address of the principal executive office
- The corporation’s capital structure (number of shares to be issued)
- The name and address of each incorporator
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. Incfile 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?
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 Incfile can get one for you as part of the ND corporation creation process.
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
North Dakota Century Code Title 43 also specifies a few of the professions permitted to form a Professional Corporation in North Dakota, which include, but may not be limited to:
- Physicians and Surgeons
Check with the Secretary of State to confirm whether your business should and can be a Professional Corporation.
- A trust for the benefit of an individual or a class of individuals who are related to every shareholder of the limited liability company within specified degrees of kinship
- An estate of a decedent who was related to every shareholder of the corporation within specified degrees of kinship
The shareholders must be related within one of the following degrees of kinship:
- First cousin
- The spouse of a person so related
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."