No, however, if the name was not reserved prior to submission of the articles of organization of a domestic limited liability company, or the foreign limited liability company certificate of authority application of a foreign limited liability company, the availability of the name will be determined at the time the articles or application is reviewed by the Secretary of State. If the name is not available, the filing date must be delayed until the name issue is resolved.
A limited liability company name may be reserved for a period of twelve months prior to the actual submission of the articles or application. After the twelve-month period has expired, the reservation can be renewed if the articles or application is not ready for submission.
A certificate of good standing may be requested online with a credit card payment through FirstStop, the Secretary of State’s online filing system, or upon written request or by phone if payment is made by check, cashier’s check, or money order payable to “Secretary of State.” A certificate of fact is not available through FirstStop, but can be obtained upon written request or by phone with payment by check, money order, credit card (Visa, MasterCard, Discover, or American Express), or pre-authorized credit.
Written and phone requests may be made by:
- Phone: 701-328-2900 (choose menu item 2, then option 6) or 800-352-0867 (choose menu item 2, then option 6)
- Fax: 701-328-2992 addressed to the Business Services Unit
- Email: email@example.com
Business Services Unit
Secretary of State
600 E Boulevard Ave, Dept 108
Bismarck ND 58505-0500
Since the governors and managers of a limited liability company are not contained in the Secretary of State's database, this information requires a fee of $5. A check payable to the Secretary of State, cash, money order, or credit card (Visa, MasterCard, Discover, or American Express) payment is acceptable. You can obtain the information by:
- Calling 701-328-4284 or 800-352-0867 (Ext. 8-4284)
- Faxing a request to 701-328-2992 addressed to the Business Division
- Email to firstname.lastname@example.org
- Mailing a request addressed to: Business Division
Secretary of State
600 E Boulevard Ave Dept 108
Bismarck ND 58505-0500
No, unless the limited liability company is member-managed, then the annual report will reflect the names and addresses of the managing member(s).
Individuals must research this question on their own and should consult an attorney and/or tax professional in making the decision. There are many factors to consider including but not limited to:
- Tax issues
- Liability issues
- Capital needs; and
- Type of business.
If a decision is made to organize a limited liability company, contact the Secretary of State for forms and procedural information.
Only one. Send two copies if the filer wants a copy bearing the filing stamp.
No. A limited liability company maintains its bylaws or operating agreement.
The terms registered agent, resident agent, and statutory agent all have the same meaning. North Dakota statutes refer to it as registered agent.
A limited liability company cannot serve itself as its registered agent. A limited liability company must continuously maintain a registered agent to receive all legal documents for the limited liability company, including service of process if a lawsuit is filed against a limited liability company. The registered agent is expected to forward these documents to the limited liability company. A registered agent may be:
- An individual resident residing in North Dakota
- A domestic or foreign corporation that is registered with the Secretary of State and has a business office in North Dakota; or
- Another domestic or foreign limited liability company that is registered with the Secretary of State and has a business office in North Dakota.
Agent service companies exist that specialize in registered agent services. For a list of the individuals or companies that specialize in this service in North Dakota, see Registered Agent List.
The registered office is the physical address (not just a post office box number) where the registered agent is available to receive service during regular business hours. Since the address of the registered office is often used for mail delivery, a post office box number must be included in the address if mail is not delivered to the physical address.
Contact the Secretary of State if your business meets the following criteria:
- Is an individual resident residing in North Dakota
- Is a domestic or foreign corporation that is registered with the Secretary of State and has a business office in North Dakota; or
- Is a domestic or foreign limited liability company that is registered with the Secretary of State and has a business office in North Dakota.
The Secretary of State cannot accept documents for filing when the limited liability company's charter or authority is in a revoked status. You must file the necessary documents with the required fees to reinstate the charter or authority, and then file the dissolution or withdrawal.
A domestic limited liability company is organized according to North Dakota's laws while a foreign limited liability company is organized according to the laws of another jurisdiction that may be another state, or a country outside the United States.
The late filing fee is required. North Dakota's annual report statutes specifically state that a report received after the required date must bear a postmark date on or before the required date to be acceptable without the late filing fee.
NDCC, Section 10-32-137 states in part:
"A foreign limited liability company may not:
- Transact business in this state or obtain any license or permit required by this state until it has procured a certificate of authority from the Secretary of State.
- Transact in this state any business prohibited to a domestic limited liability company organized under this chapter.
- Be denied a certificate of authority because the laws of the state or country where the limited liability company is organized differ from the laws of this state."
NDCC, Chapter 54-44.4 requires most foreign corporations to obtain a certificate of authority from the Secretary of State if the corporation desires to bid to provide goods or services to North Dakota agencies.
NDCC, Section 10-32.1-82 defines activities that do not constitute transacting business. These exempted activities only apply:
- If a foreign limited liability company is not applying for a license or permit; and
- Is not bidding to provide goods or services to North Dakota agencies.
The Secretary of State's staff cannot indicate whether or not a particular foreign limited liability company must obtain a certificate of authority. A limited liability company that is uncertain about this question should consult legal counsel familiar with North Dakota laws. A limited liability company that decides that a certificate of authority is required must obtain it before transacting business in North Dakota.
While the Secretary of State cannot determine whether a certificate of authority is required, most state agencies will not issue a license or permit until the certificate of authority is obtained as required by NDCC, Section 10-32.1-74.
NDCC, Section 10-32.1-84 lists the consequences of transacting business without a certificate of authority.