Form an LLC in North Dakota.

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Your LLC’s Name

The name you chose for your new LLC must be readily distinguishable from the registered or reserved name of any other business entity on file with the North Dakota Secretary of State, as well as any registered trademarks.

The LLC’s name must end with “Limited Liability Company” or the abbreviations “L.L.C.” or “LLC.” The name may not contain a word or phrase that states or implies that the LLC is organized for an unlawful purpose, nor may it contain the words “bank,” “banker,” “banking,” “corporation,” “incorporated,” “limited partnership,” “limited liability partnership,” “limited liability limited partnership,” or any abbreviations thereof.

You can, however, use a name that’s not readily distinguishable from another business’ name if the other entity gives written consent for you to use the name and applies to change its name to something else. You can also use the same name if a court establishes the applicant LLC’s right to use the name.

An available LLC name may be reserved for 12 months for $10.

Articles of Organization

Before you can start conducting business, your North Dakota LLC must file articles of organization (one original and an exact copy) with the Corporations Division of the North Dakota Secretary of State’s office. The articles must be signed by at least two of the LLC’s organizers, who must be individuals of at least 18 years of age.

  • The LLC name
  • The address of the LLC’s registered office
  • The name of the LLC’s registered agent there
  • The name and address of each organizer
  • Whether the effective date of organization will be a later date than when submitted; however, the effective date may not be more than 90 days after the date when the certificate of organization was issued
  • Any other provisions the members decide to specify consistent with state law

Your LLC is considered “organized” once the articles of organization and a copy are delivered to the secretary of state with the $135 fee ($125 for filing the articles, plus $10 for filing the Registered Agent Consent to Serve form) and found to be in order. The state will issue a certificate of organization along with the conformed copy to the LLC’s representative. The original articles of organization will be filed with the Secretary of State along with the date of filing.

Registered Agent and Office

All North Dakota LLCs must continuously maintain a registered agent-the person or office designated to receive legal and administrative correspondence from the state. A North Dakota LLC’s registered agent might be an individual state resident, or it may be a business entity that’s authorized to conduct business in North Dakota.

An LLC’s registered office in North Dakota may be any place of its business.

Operating Agreement

The operating agreement is another very important document for an LLC. It can be amended or repealed as allowed by the agreement itself or applicable law. Having an operating agreement isn’t specifically required by the state, but it’s a key internal document that officially records and explains how the LLC will conduct its operations.

The operating agreement normally lists the LLC’s members, how much each has invested, how profits are to be divided, and how much weight each member has when voting. It may also lay out meeting requirements and similar considerations, but is not required to do so. The operating agreement may also include rules and concepts already laid out in state law, as well as containing restrictions or prohibitions on the power of members to adopt, amend, or repeal the agreement.

Unless otherwise stated in the articles of organization or the operating agreement, a unanimous vote of members is required to amend either the articles or the operating agreement.

Membership in the LLC

An LLC has to have at least one member; a member may be a natural person or a business entity. To become a member, an individual normally makes a contribution of some sort. Members’ contributions can be in cash, property, promissory notes, services previously or to be rendered, or some other binding obligation to contribute.

A member may only withdraw from a North Dakota LLC in accordance with the rules and procedures in the operating agreement or articles of organization.

In North Dakota, the member-managers of an LLC are called the board of governors. The president and treasurer of the LLC-the two positions that North Dakota LLCs are required to fill, although one person can serve simultaneously as both)-are called “managers” in the Act.) The most significant difference is that all members of a member-managed LLC must unanimously approve major decisions.

Ongoing Requirements

Every North Dakota LLC is required to file an annual report with the North Dakota Secretary of State on or before the anniversary of its organization. The report must be signed by an authorized manager, member, or agent, and it must include:

  • The LLC name and the state or country where it was organized
  • The address of the LLC’s registered office
  • The name of the LLC’s registered agent at that office
  • The address of its principal executive office
  • The character of the LLC’s business
  • The names and addresses of each governor

Additionally, your LLC must keep the following types of records open for inspection at its principal office:

  • The name and address of the LLC’s president and each member and governor
  • The name and address of each assignee of financial rights other than a secured party, and a description of the rights assigned
  • A copy of the articles of organization and any amendments
  • A copy of any currently effective written bylaws
  • Copies of the LLC’s federal, state, and local income tax returns for the past three years
  • Financial statements
  • Records of all proceedings of members and the board of governors for the past three years
  • General member reports made within the past three years
  • Member-control agreements
  • A statement detailing all member contributions

It’s also advisable for your LLC to keep minutes of the members’ or managers’ proceedings and committee meetings.


Unless otherwise stated in the articles of organization or the operating agreement, a North Dakota LLC is dissolved when any one of the following events occurs:

  • Event(s) or a time specified in the articles of organization or operating agreement that require dissolution
  • Expiration of the term of the LLC as set forth in the articles of organization
  • A merger in which the LLC is not the surviving organization
  • If the membership of the last or sole member terminates and the legal representative of that last or sole member does not cause the LLC to admit at least one member within 180 days after the termination
  • A court order is handed down requiring dissolution
  • The state secretary of state terminates the LLC under Section 10-32-149

Unless otherwise provided in the operating agreement, the written consent of a majority in interest of members is required to voluntarily dissolve the LLC.


An LLC offers tax advantages over a corporation, mostly because an LLC is not required to be a separate tax entity like a corporation. Instead, it can be a “pass-through entity” for tax purposes, so LLC owners show business losses or profits on their personal tax returns, instead of the LLC being taxed as a separate entity and the members’ incomes from the LLC being taxed a second time at their individual level.

The tax rate for the members of North Dakota LLCs varies based on taxable net income. North Dakota’s personal income tax system consists of five brackets and a top rate of 5.54 percent that takes effect at an income level of $349,700.

Learn more about forming an LLC in North Dakota

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The Basics To Get You Started Preliminary company name clearance and filing of Articles of Organization.

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Commonly Asked Questions For Starting a North Dakota LLC

How is an LLC Taxed?
For federal income tax purposes the profits of an LLC (Limited Liability Company) "pass through" to the personal income of the members/owners. In the case of a single member LLC it is taxed the same as a sole proprietorship (i.e. typically filed on the schedule C of the owner's personal income tax filing). In the case of a multi member member it is taxed the same as a partnership (i.e. a 1065 partnership return is filed with the IRS, with a schedule K-1 being supplied to each partner/member showing the proportional profit/loss allocated to them, with this being filed on the schedule C or E).
NOTE: These are general tax explanations and may not apply to everyone. You should confer with the appropriate accounting/tax specialists to make sure you understand your personal tax liability.
What is the Management Structure of an LLC?
An LLC is typically managed by its members/owners (referred to as member-managed). In that respect an LLC is unlike a corporation, which has a much more rigid and defined management structure, including directors and officers. All owners of the LLC are typically referred to as members, and they can have control and voting interest proportional to their ownership interest, or in proportions different from their ownership interest; however the members agree.
Are Non-US Residents allowed to own a Corporation of LLC?
There are no citizenship or residence requirements for ownership of a C Corporation or an LLC. The S Corporation however does not allow nonresident aliens to be shareholders (owner), but any US citizen or resident alien may be a shareholder (owner). You would, of course, require an in state street address for the state to forward official legal and tax correspondence including service of process, known as the registered agent address, but neither residency nor citizenship is required for ownership of a C Corporation or an LLC.
Can I form an LLC with just one member?
There was a time when almost every state required the LLC to have two or more members, but that is no longer the case. This important change came in response to revised IRS regulations that clearly permitted single-member LLCs. As a result, in most states, if you plan to be the sole owner of a business and you wish to limit your personal liability, you can choose between forming a corporation or an LLC.
What is an Operating Agreement?
The operating agreement is akin to a partnership agreement for a General Partnership or Limited Liability Partnership (LLP). It is an internal contract amongst the members/owners of the LLC, and it lays out such things as ownership interest, member responsibilities, accounting method, adding or removing members, terms for concluding the LLC, etc. It is generally not required by a given state for forming an LLC (with the exception of New York), although it is certainly recommended. When dealing with private companies for financing issues (loans, mortgages, etc.) it may be required by that company. A customizable operating agreement is included with the LLC/Corp Kit.
Can another business entity be a member of an LLC?

In the majority of states, The members of an LLC can be individuals, corporations, or other LLCs. These members of the LLC can be out of state residents or even foreign nationals. Furthermore there is no limit to the amount of members that an LLC can have.

The flexibility of an LLC in contrast to an S Corporation is stark considering the S corporations are limited to 75 shareholders who must either be United States citizens or Lawful Permanent Residents.

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