How Much Does It Cost to Form an ND Corporation?
Legal business registration — and maintaining a good standing status — involves necessary expenses and investment. Some of these costs are payable to the ND Secretary of State, while others are due to additional state entities or the federal government. Here are some common requirements and fees.
Please note that fees for a State of North Dakota business license or permit may be due when you first form your business, on an ongoing schedule or on an ad hoc basis. Find more details below.
Initial North Dakota Corporation Filing Fees
When starting a business in North Dakota State, you’ll need to file a form and pay a filing fee. Here are the current North Dakota corporation filing fees and times:
When you use Incfile to register a business in North Dakota, we charge you the state filing fee and forward it to the Secretary of State when we file your incorporation paperwork.
Employer Identification Number
Every corporation in the country should have a unique EIN (Employer Identification Number) from the Internal Revenue Service. You'll use it when you open a business bank account, file taxes and pay employees. You can get one directly from the IRS, or Incfile can get one for you.
If you want to do business in a state other than the one where your business is based, you must create a Foreign Corporation.
North Dakota Foreign Corporation Registration
Before you can bring an arm of your business from another state into North Dakota, you must request North Dakota Foreign Qualification. This means the state gives you permission to conduct business there.
To request registration of a North Dakota Foreign Corporation, you must complete a Certificate of Authority Application and pay a processing fee of $145. The state may have additional registration requirements, so contact the North Dakota Secretary of State directly for more information and to ensure you're in compliance with ND corporation law.
Foreign Qualification to Operate in Another State
If you plan to expand your North Dakota corporation into another state, you’ll first need Foreign Qualification or a Certificate of Authority from that state. This is necessary before you can create a physical presence, hire employees or bank in that state.
You'll likely have to complete at least one application and pay a filing fee, but each state has its own requirements. Before you start the process, compare state filing times and state filing fees so you can plan accordingly.
Above all, contact the state government entity that administers business (usually the Secretary of State) to confirm their requirements and for specific instructions.
If you need assistance, Incfile provides a complete Foreign Qualification service for all states.
North Dakota Annual Report Requirements
Most states require business entities to file an annual (or other periodic) report. North Dakota requires an annual report to be filed once a year with the ND Secretary of State.
When you complete your annual report you must file it online accompanied with a filing fee of $25.
State of North Dakota Business License and Permit Requirements
Before you start doing business, you must secure the necessary state, federal or local business licenses and permits to operate your corporation. Some of the fees will only need to be paid once, while others may be ongoing charges.
Permits and licenses vary based on:
Although you aren't required to have North Dakota corporation bylaws if you form a corporation in the state, we still advise you to do so. You won't need to file them with the state, but make sure you have them with your business documents and by all means, continue to follow them.
Corporation bylaws outline the rules for carrying out tasks related to managing your corporation including, but not limited to:
- The number of directors the corporation has
- How they'll be elected, their qualifications and the lengths of their terms
- When, where and how your board of directors can call and conduct meetings
- Voting requirements
The bylaws must then be adopted (and amended, if necessary) by the board of directors and shareholders.
Drafting a set of bylaws can be extremely helpful in making sure you’re organized and can help protect your business from any future changes and events that may affect your business.
Other ND Corporation Filing Requirements and Fees
The State of North Dakota requires you to complete a few more tasks before you can begin conducting business.
Issue Stock to Shareholders
To raise business capital and keep it separate from company owners' money, every North Dakota corporation must sell stock to its shareholders. The Articles of Incorporation must authorize the sale of at least one class of share, and the corporation cannot sell more shares than are authorized.
Hold Annual Shareholder Meetings
This is one area where North Dakota differs from other states. You may hold annual meetings, and it's generally a good idea to do so. As the North Dakota Century Code Title 10, Chapter 10-19.1, § 10-19.1-71 states, "Regular meetings of shareholders may be held on an annual or other less frequent periodic basis but need not be held unless required by the articles or bylaws."
Change the Registered Agent
If your corporation is based in North Dakota, then you must have a Registered Agent in the state. You'll need to appoint one when you file your Articles of Incorporation. You can also change to a new Registered Agent later by updating the information via the FirstStop online portal and paying a fee of $10.
Reserving a Name for Your Corporation
If you're not quite ready to start your business, you can reserve a name for a year with the Secretary of State by filing a form and paying a fee of $10. First, conduct an ND corporation search and learn the state's business naming rules to ensure you choose a name that meets legal requirements.
Amending Facts About Your Corporation
When you incorporate, the North Dakota business forms you fill out include certain facts about your business at that time. Through the years, some or all of this information may change. If it does, you'll need click the 'Amend Business' link located on the homepage of the FirstStop business portal and complete the process. The fee for amending your business information is $20. You can do this yourself or Incfile can do it for you.
You'll need to complete an Amendment when you:
- Change the company's name
- Add, remove or change a director
- Change the Registered Agent
- Change the number of shares your corporation is authorized to issue
- Change any other facet of your business that was listed on the original Articles of Incorporation
Get a Certificate of Good Standing
Some organizations may request that you prove your corporation's compliance with laws and tax requirements. In most states, including North Dakota, this proof is provided with a Certificate of Good Standing.
If you need to prove you have met your commitments, you’ll need to request an ND Certificate of Good Standing from the Secretary of State. You can do this by clicking the blue 'Request a Certificate of Good Standing' button located on the homepage of the FirstStop business portal and completing the ordering process. The fee for a Certificate of Good Standing is $20.
The information listed above details many of the fees a standard corporation will be required to pay in North Dakota. In some circumstances, there may be other one-off, periodic or ad hoc fees not listed above.
Of course, your corporation will also probably need to pay federal, state, self-employment (if it's an S Corp) and other taxes. You'll find more information on the North Dakota taxes page.