Annual Report

A professional corporation must file an annual report with the Secretary of State:

  • If a domestic professional corporation (incorporated according to North Dakota laws), on or before August 1 of each year.  (Depending on effective or filing dates, an annual report may not be due the first year of existence.) 
  • If a foreign professional corporation (incorporated according to laws of another jurisdiction other than North Dakota), on or before May 15 of each year.  (An annual report is not due in the first calendar year in which the certificate of authority was filed with the Secretary of State’s office.)     
  • On the form prescribed by the Secretary of State.  The prescribed form is an online form found on FirstStop (FirstStop.sos.nd.gov). 

An annual report must be completed on FirstStop and may be filed online with a credit card payment or it may be printed and mailed with a check, cashier's check, or money order payable to "Secretary of State."

If a professional corporation does not file an annual report by the required date:

  • Three months after the report is due, the corporation will be placed in Not Good Standing, and
  • One year after the report is due, the corporation will be involuntarily dissolved or, in the case of a foreign corporation, the corporation’s authority will be revoked.

Annual report fees:

  • If a domestic professional corporation:
    • $25 if the annual report is submitted on or before August 1 when using the ‘File Online’ option, or received in the Secretary of State’s office on or before August 1 when using the ‘Print and Mail’ option.
    • $45 if the annual report is submitted on or before November 1 when using the ‘File Online’ option, or received in the Secretary of State’s office on or before November 1 when using the ‘Print and Mail’ option.
    • $85 if the annual report is submitted after November 1 when using the ‘File Online’ option, or received in the Secretary of State’s office after November 1 when using the ‘Print and Mail’ option.
  • If a foreign professional corporation:
    • $25 if the annual report is submitted on or May 15 when using the ‘File Online’ option, or received in the Secretary of State’s office on or before May 15 when using the ‘Print and Mail’ option.
    • $45 if the annual report is submitted on or before August 15 when using the ‘File Online’ option, or received in the Secretary of State’s office on or before August 15 when using the ‘Print and Mail’ option.
    • $85 if the annual report is submitted after August 15 when using the ‘File Online’ option, or received in the Secretary of State’s office after August 15 when using the ‘Print and Mail’ option.

Reinstatement after involuntary dissolution or revocation:

  • May occur within one year after the dissolution or revocation.
  • Requires filing the past-due annual report and reinstatement request along with the  appropriate fees.
  • After the one-year reinstatement period following the involuntary dissolution or revocation, reinstatement can only occur by a court order obtained from North Dakota's Burleigh County Court filed with the Secretary of State. The court order must be accompanied by the most recent past-due annual report, registered agent statement of change, and appropriate fees.