There are many things to consider when establishing a business in North Dakota. The following steps guide you in registering with the Office of the Secretary of State.
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.
Step 1: Plan Your Business
Planning is an important first step when starting a business. It may include securing financing, conducting market research, creating a business plan, or seeing if special permits, licenses, or registrations are needed for your business.
If you have a name picked out but are not ready to register your business, you can reserve the name for up to 1 year if it is available. You will need to file a Reserved Name Application in the FirstStop Portal. This reserves the name, but you are not granted authority to use it until the business is registered.
Business advisors, attorneys, tax professionals, or financial advisors can help you address the different aspects of business ownership. Additionally, one of North Dakota’s business guidance organizations - such as the ND Small Business Development Center – can help provide specific advice related to your situation and help determine the right type of structure for your business.
Step 2: Determine Your Business Structure
You will need to decide which business structure is right for you. Many factors need to be considered when structuring your business, such as taxes, liability, and access to financing. You are always encouraged to consult an attorney to ensure appropriate consideration of all the legal implications of your choice of entity and filing.
Sole Proprietorship
A sole proprietor is an individual who, legally and for tax purposes, is the business. They have total control of the business and liabilities and typically are responsible for paying income tax on the profits earned from the business.
Partnership
A partnership consists of two or more people or other business entities (partners) that establish an agreement to co-own a business. The partners engage in business for joint benefit and profit.
Limited Liability Company (LLC)
A limited liability company (LLC) is established by one or more individuals. It combines the characteristics of a partnership and a corporation. Like a corporation, an LLC provides its members with limited liability because it is a separate legal entity with its own rights, privileges, and liabilities distinct from its members. Like a partnership, an LLC may be taxed under the flexible partnership rules.
Corporation
A corporation is formed to generate profit for its shareholders. It has its own rights, privileges, and liabilities distinct from those of its individual shareholders. Additionally, establishing a corporation may have possible tax advantages.
Cooperative
A cooperative association operates for the benefit of its members or its stockholders. It belongs to the people who have organized to provide themselves with the goods or services they need. Stockholders share equally in the control of the cooperative association and elect directors from amongst themselves.
Franchise
A franchise is an authorization or license given to a franchisee to access a franchiser’s operations, products, branding, and knowledge in exchange for a franchise fee, or a percentage of sales or royalty fees.
Step 3: Choose a Name for Your Business
You can use the FirstStop Portal Business Search and Trademark Search to determine if there is another business in North Dakota with the same name or a deceptively similar name as the one you are considering. Investments or commitments to a name should not be made until your filing has been registered and acknowledged by the Secretary of State.
Naming Guidelines and Consent to Use Name
Business names must be in letters or characters used in the English language as those letters or characters appear in the American Standard Code for Information Interchange (ASCII) table. Naming guidelines specific to each entity type can be found on the individual business structure pages.
The name of a North Dakota business may not include such words as “bank,” “banker,” “banking,” “trust,” “trust company,” or any other similar words unless the filing is supported by written approval for the use from the North Dakota Department of Financial Institutions. North Dakota law has reserved these words for the exclusive use of the Bank of North Dakota, national and state banking corporations, and trust companies.
To obtain written approval for the use of one of these words, contact:
North Dakota Department of Financial Institutions
1200 Memorial Highway, Bismarck, ND 58504
Phone: (701) 328-9933
Email: dfi@nd.gov
Web: nd.gov/dfi
If you propose a name already reserved or registered with the Secretary of State, your filing cannot be processed without one of the following:
- Altering the requested name
- A signed Consent to Use Business Name form from the holder of the previously registered name and $10 filing fee
- A certified copy of a judgment of a North Dakota court establishing the prior right of the applicant to the use of the name in this state
Trade Name
According to NDCC ch. 47-25, a trade name is a name used by a sole proprietor or other business that does not include the:
- Surname of the individual proprietor
- First name and surname of the individual proprietor when a license is required to transact business
- Original name of the organization
It is also sometimes referred to as a “doing business as” (DBA) name. An acronym, shortened, or abbreviated version of the name instead of the actual business name is considered a trade name.
Registering a Trade Name
The Trade Name is registered through the FirstStop Portal. Registrations must be renewed every 5 years.
Registration of the trade name:
- Grants the owner exclusive right to that name in the State of North Dakota. No other business may file a name with the Secretary of State that is the same as, or deceptively similar to any registered name.
- Establishes a public record from which the name of the owner of the business can be identified.
The trade name protects the name in North Dakota only. It does not protect the name nation-wide. The Secretary of State does not check the federal trademark registry. The registrant bears responsibility for any infringement on a federal registration.
Fee:
- Registration - $25
Naming Guidelines
A trade name may not contain:
- These words: company, corporation, incorporated, limited, limited liability company, limited partnership, limited liability partnership, limited liability limited partnership
- Abbreviations of the previously listed words unless the owner of the trade name is a corporation, limited liability company, limited partnership, limited liability partnership, or limited liability limited partnership
Fictitious Partnership Name
According to NDCC ch. 45-11, a fictitious partnership name is a name that a partnership may use which does not include the actual name of the organization or the organizational partners using the business name. A fictitious name may also be referred to as a “doing business as” (DBA) name.
An acronym, shortened, or abbreviated version of the name instead of the actual business name is considered a fictitious partnership name that must be registered with the Secretary of State before it is used. For additional information, visit Partnership.
Protection of Business Name
While registration with the Secretary of State provides some protection of the name in North Dakota, it does not eliminate the risk of an objection by another party. In addition, if a mark is registered with the Patent and Trademark Office in Washington, D.C., the federal registration may supersede the protection afforded by state law.
The Secretary of State is not required to check the federal trademark index when deciding the availability of a name. You should perform due diligence to make sure that the name that is chosen does not in any way infringe on any federally protected name.
Step 4: Select a 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. A registered agent (also known as a resident agent or a statutory agent) accepts any notifications of legal action, notice, or demand related to the business and provides those notices to the business (NDCC ch. 10-01.1). Cooperatives may elect to have a registered agent but if they choose not to, they must maintain a principal office address in North Dakota.
Step 5: File in FirstStop
Once you have completed the above steps, go to Start a Business in the FirstStop Portal to begin your business registration.
Optional Steps
The steps in the previous section are required for all businesses. Depending on the nature of your business, you may need to obtain licenses, permits, and/or registrations. You also may choose to register a trademark or service mark.
Obtain Licenses and Permits (if necessary)
Depending on the type of business you start in North Dakota, you may need to obtain additional licenses. Other state laws or regulations may apply to your business activity in North Dakota. To ensure compliance with city, county, and state licensing or permit requirements and to obtain any legal advice, it is recommended to contact an attorney.
Multiple agencies issue licenses in North Dakota, including the Attorney General, North Dakota Securities Department, State Electrical Board, State Plumbing Board, and Department of Financial Institutions.
The Secretary of State issues licenses and registrations for the following:
Register a Trademark or Service Mark
You may want to consider registering a trademark or service mark for your business. A trademark is a recognizable sign, design, symbol, logo, device, word, or expression that identifies products or services from a particular source and distinguishes them from others.
Registration of a trademark or service mark is not required in North Dakota; however, a mark may be registered with the Secretary of State to establish exclusive rights to the trademark or service mark in North Dakota. More information about North Dakota trademarks can be found in NDCC ch. 47-22. An attorney may be able to advise you on the advantages of obtaining trademark rights.
To register a trademark or service mark with the Secretary of State, file the Trademark/Service Mark Registration in the FirstStop Portal.
Note: A federal trademark registration supersedes trademark registration in North Dakota.
Federal Trademark Registration
A trademark may also be registered federally. Contact the Commissioner of Patents and Trademarks for information and forms.
Director of the U.S. Patent and Trademark Office
PO Box 1450
Alexandria VA 22313-1450
General trademark or patent information: (800) 786-9199
Trademark and patent searches: (571) 272-3275
Website: www.uspto.gov
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.