Annual Report / Franchise Fee
A publicly traded corporation must file an annual report with the Secretary of State:
- On or before December 1 of each year. The first annual report is due in the year following that in which the Secretary of State initially chartered the corporation.
- On the form prescribed by the Secretary of State. If the corporation did not receive an annual report form, the form can be obtained from the Secretary of State’s office.
An annual report may be filed with the Secretary of State:
- By mailing a signed report and payment to:
Annual Report Processing Center
Secretary of State
State of North Dakota
PO Box 5513
Bismarck ND 58506-5513
- By faxing the report with credit card payment authorization to 701-328-2992. When faxing the report, print and maintain the fax log for proof of time and date of transmission. A report received in the Secretary of State’s office after the required date will be subject to the late filing penalty unless a fax log can be produced showing transmission prior to the required date.
If a corporation chooses not to file an annual report by the required date or file a voluntary dissolution, state law requires the Secretary of State to revoke the corporate charter one year after the report is due.
The annual report must disclose the following:
- Corporate name
- A statement that it is a publicly traded corporation
- Name and address of the registered agent in North Dakota
- Federal ID number to help maintain accurate corporate records
- Telephone number of the principal place of business
- Address of the principal executive office
- Description of the business activities in North Dakota
- Names and business addresses of executive officers and directors
- Name, e-mail address and day-time telephone number of a contact person; and
- Signature of person authorized to submit the annual report.
Annual report franchise fees:
- Franchise fee of $60 for each 10,000 shares of authorized capital stock
- Additional $250 if postmarked within 90 days after December 1
- Additional $1000 if postmarked after the 90-day period following December 1
- Checks for payment must be made payable to the Secretary of State and must be negotiable United States funds.
- Credit card payment is acceptable via Visa, MasterCard, Discover, or American Express.
- Late filing penalty fees will apply if an annual report is initially received in the office of the Secretary of State after the required date and the envelope or mailer does not bear a legible postmark date prior to December 2.
- Late filing penalty fees will also apply if the Secretary of State returns an annual report to the filer for corrections, additional information, or payment and the filer fails to correctly respond within 30 days after the initial correction notice.
Reinstatement after involuntary revocation:
- May occur within one year after the revocation date.
- Achievable by filing the past-due annual report with $1000 and paying a reinstatement fee of $135
The Secretary of State shall delete or obscure any of the following before releasing a copy of an annual report to the public:
- Any social security number
- Federal tax identification number