Articles of Incorporation
North Dakota requires that new corporations file articles of incorporation with the Corporations Division of the state Secretary of State’s office. The articles are delivered by one or more incorporators, whose primary duties are to sign the articles and deliver the original and an exact copy of the articles to the Corporations Division. The incorporator must be a natural person at least 18 years old, but does not need to be a director, officer, or shareholder of the corporation.
The articles must include the following information:
Since North Dakota allows a corporation to be formed for any lawful business activity, a general statement in the articles granting broad powers is acceptable-for example, to state that your new corporation is being formed for “general business purposes” is enough for most situations.
However, providing a specific business purpose in your articles can help the Corporations Division determine whether you are entitled to use your proposed corporate name if it is similar to that of another business entity. Even if your name is similar to the name of another corporation, the state filing office may let you use the name if the specific purpose of your corporation is significantly different from the other corporation’s purpose. If you provide a specific purpose, though, you should also include a general purpose-for example, “to sell retail repair parts and for any lawful purpose.”
North Dakota statutes do not allow a business corporation to be formed for the purpose of conducting business in the banking, farming, ranching, or insurance businesses. A business corporation may be an insurance agency that sells or services insurance products, but it cannot be the insurer that actually backs the claims.
Also, North Dakota prohibits a corporation from including provisions in its articles of incorporation that limit the right of cumulative voting as guaranteed by the state constitution, or that authorize the issuance of stocks or bonds that are in violation of the state constitution.
It’s also permissible to include other, optional provisions into the articles of incorporation for those who want to formalize additional criteria, such as:
The filing fee for your articles of incorporation is $90 minimum-$30 for the articles themselves, $10 for filing the Registered Agent Consent to Serve form, plus a minimum $50 license fee. The fee depends on the authorized capital specified in your articles. The license fee is $10 for each $10,000 of capital or portion thereof. You will have to pay at least the minimum license fee of $50, so you should authorize at least $50,000 of capital. Within that range, for shares without par value, multiply the number of no-par shares authorized in the articles by $1. For shares that do have a stated par value, multiply the par value amount of each share by the number of par value shares authorized.