Our team wants to serve you with quality and efficiency. If you plan to visit our office for assistance, we encourage you to make an appointment by calling (701) 328-2900.
You can click one of the following links to be taken to the part of this page you are interested in
- Registration Record Updates
- Annual Reports
- Address Changes
- Maintain Registered Agent
- Trade Names & Fictitious Partnership Names
- Verification Requests
- Business Dissolution/Termination
Registration Record Updates
You can make updates to your business registration record by filing amendments through the FirstStop Portal. Fees for amendments are provided on the appropriate Business Structures pages.
Annual Report
Most businesses in North Dakota must file an annual report with the Office of the Secretary of State to stay in good standing. An annual report provides information about business activities and current operations, and does not require you to provide financial statements. The report involves updating your business mailing address, business activities, and stakeholders. Farm/ranch and authorized livestock farm corporations and LLCs also need to include shares/membership interests and owned or leased land used.
The annual report is a simple filing and you can complete it yourself through the FirstStop Portal. If your organization receives a letter from another party offering to assist you with filing annual reports and is asking for large fees and expressing a sense of urgency, BE SKEPTICAL. Read the fine print to avoid filing using third parties who appear to act on behalf of the ND Secretary of State.
Additional information about annual report filings is provided below. Fees and information specific to different business types can be found in Business Structures.
Sole proprietorships and general partnerships do not need to file annual reports.
Annual reports must be received on or before the deadline or incur a late filing fee. For a new business, the first annual report is due in the year following the calendar year in which the business was first registered.
March 31
- Limited Partnership (LP)
- Limited Liability Partnership (LLP)
- Limited Liability Limited Partnership (LLLP)
- Professional Limited Liability Partnership (PLLP)
- Cooperative
April 15
- Farming or Ranching Limited Liability Company
- Authorized Livestock Farm Limited Liability Company (ALF LLC)
- Farming or Ranching Corporation
- Authorized Livestock Corporation (ALF Corporation)
May 15
- Business Corporation (Foreign)
- Professional Corporation (Foreign)
August 1
- Business Corporation (Domestic)
- Professional Corporation (Domestic)
November 15
- Limited Liability Company (LLC)
- Professional Limited Liability Company (PLLC)
If a business fails to file its annual report it will be placed into Not Good Standing status with the Secretary of State. This may have an impact on a business’ ability to work with lenders, investors, and vendors as many require a Certificate of Good Standing before doing business with any company. It may also hinder expansion into other states that require a good standing status. It is important that businesses remain compliant with the laws of North Dakota to transact business here.
Typically, a business will be involuntarily terminated if it does not file its past-due annual report within 6 to 12 months of the date it is placed into Not Good Standing status. In the case of a foreign business, the authority to transact business in North Dakota will be revoked.
Reinstatement
You have 1 year to reinstate your business to Good Standing. If the past-due annual report is not filed within 1 year, the business will be involuntarily dissolved or terminated. In the case of a foreign business, the authority to transact business in North Dakota will be revoked.
Address Changes
Keeping your addresses updated on your business records ensures that you will receive notices from our office and that people can see the correct address when using our public search.
There are three addresses associated with your business record:
- Principal Executive Office (PEO) Address – this address must always be a street address
- Partnership - the office from which a partnership conducts business
- Corporation or LLC - the address of an elected or appointed president or governor(s)
- Domestic Cooperative - must maintain a principal office address in North Dakota or maintain a registered agent in North Dakota
- Foreign (out-of-state) Cooperative - the principal office address in their state or country-of-origin
- If a partnership, corporation, or LLC does not meet the above criteria, then this is the registered agent office address
- Partnership - the office from which a partnership conducts business
- Mailing Address – this address is where the business receives its mail
- Can be different from the principal executive office or registered office address
- Can be a post office box
- Can be different from the principal executive office or registered office address
- Registered Agent Office Address – this address is where notices or services of process against your business are sent
- Foreign (out-of-state) Cooperative - must maintain a registered agent with a North Dakota address
- Foreign (out-of-state) Cooperative - must maintain a registered agent with a North Dakota address
The principal executive office (PEO) or mailing address for your business can be updated by accessing your registration record in the FirstStop Portal and filing the Address Change of Principal Executive Office form. You can also change your PEO or mailing address by updating it on your annual report.
Corporations, LLCs, and partnerships (except for general partnerships) must maintain a North Dakota registered agent that has a physical address in North Dakota. Cooperatives may elect to have a registered agent but if they choose not to, they must maintain a principal office address in North Dakota.
Notices from the Office of the Secretary of State regarding annual report filings, not good standing, dissolutions, etc., are sent to the address of the registered agent associated with your business record.
If your registered agent resigns or no longer has a business registration in North Dakota, you must appoint a new registered agent. More information can be found in the “Registered Agents” section of this page.
Maintain Registered Agent
Corporations, LLCs, and partnerships (except for general partnerships) must maintain a North Dakota registered agent that has a physical address in North Dakota. Cooperatives may elect to have a registered agent but if they choose not to, they must maintain a principal office address in North Dakota.
If your registered agent resigns or no longer has a business registration in North Dakota, you must appoint a new registered agent. If you do not appoint a new registered agent within the necessary time periods, further action will be taken by the Secretary of State, which may lead to your business being placed in Not Good Standing or being involuntarily dissolved or terminated. In the case of a foreign entity, your authority may be revoked.
Find information on selecting a Registered Agent.
Fee:
- Registered Agent/Office Change - $10
- Note: this fee is per entity when an agent is a noncommercial agent.
Renew a Name
Trade Name and Fictitious Partnership Name Registrations expire every 5 years. You must inform the Secretary of State of any addresses changes that occur during the 5 year registration period.
Fees:
- Trade Name Renewal - $25
- Fictitious Partnership Name Renewal - $25
Cancel a Name
To cancel a trade name or fictitious partnership name you need to file the appropriate cancellation form in the FirstStop Portal.
Fees:
- Trade Name Cancellation - $10
- Fictitious Partnership Name Cancellation - $10
Trade Name
As the registrant of the trade name you can:
- Grant consent to use of name to a new person or business by completing the Consent to Use Business Name form
- Assign the trade name to a new person or business
Naming guidelines for different business types can be found in Business Structures.
Transferring a trade name does not extend the 5 year expiration date. It gives ownership to the new owner for the remaining registration period.
Fee:
- Consent to Use Business Name - $10
- Assignment - $25
Fictitious Partnership Name
As the registrant of the fictitious partnership name you can grant consent to use the name to a new partnership or business by completing the Consent to Use Business Name form.
Naming guidelines for partnerships can be found on the Partnership page.
Fee:
- Consent to Use Business Name - $10
- Assignment - $25
Business Registration - does not document the ownership of a business . Requirements for filing a business registration include listing incorporators, organizers, and general partners, but these individuals may not necessarily be the owners.
Trade Names - trade names do ask for an owner, but if it is not an individual it may not reflect the ultimate owner of the business. Additionally, an individual business owner operating as a sole proprietorship under their personal name is not required to register with the Secretary of State.
Annual Report - lists information about officers, directors, managers, governors, and/or general partners, but there is no requirement to name owners specifically. The shareholders for a professional corporation, farm/ranch corporation, or authorized livestock farm corporation will be reflected on an annual report filed with the Secretary of State. In a business corporation, the annual report will only reflect the officers and directors.
You may search for businesses to determine if they are active or in Good Standing using the FirstStop Portal Business Search. To obtain a:
- Certificate of Good Standing - submit a Request Certificate form in the FirstStop Portal and pay a $20 fee
- Certificate of Fact - Contact the Secretary of State
Business Dissolution/Termination
Consultation with an attorney, tax professional, or business advisor is recommended to ensure appropriate consideration of all the legal implications when dissolving, terminating, or withdrawing your business registration.
Fees are listed on the appropriate Business Structures page.
Disclaimer: Content provided on this website is for informational purposes and not intended as advice. Consultation with legal, tax, and/or business professionals is recommended to ensure appropriate consideration of the implications of your decisions.