North Dakota Nonprofit

A nonprofit corporation is incorporated for purposes other than making profits for its owners and members. Registering as a corporation recognizes your organization as a separate legal entity with its own rights, privileges, and liabilities distinct from its members. 

In-state (domestic) nonprofit corporations must file Articles of Incorporation with the Secretary of State according to North Dakota's Nonprofit Corporations Act (NDCC ch. 10-33) and are issued a Certificate of Incorporation.

Fee:

• Registration - $40

A nonprofit limited liability company (LLC) has been organized for purposes other than making profits for its owners and members. An LLC legally recognizes your organization as a separate legal entity having its own rights, privileges, and liabilities distinct from its members. .

In-state (domestic) nonprofit LLCs must file Articles of Organization with the Secretary of State according to North Dakota's Nonprofit Limited Liability Company Act (NDCC ch. 10-36), and are issued a Certificate of Organization. 

Fee: 

• Registration - $40

An unincorporated nonprofit entity consists of 2 or more members who are joined by mutual consent to carry out a purpose. Responsibility and liability are placed on its individual members, not on the organization. You may decide to choose this structure because you: 

• Are forming for a simple purpose but are still legally required to register as an entity. 
• Want to establish credibility with the public.
• Want members to understand the mutually agreed-upon purpose. 

The only requirement to register as an unincorporated nonprofit entity is to file a trade name through the FirstStop Portal. More information about registering a trade name is included in Step 2: Choose a Name for Your Nonprofit. 

Fee: 

• Trade Name Registration - $25

• Names of nonprofits 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. 
• The name of a nonprofit corporation does not need to include the word “company,” “corporation,” “incorporated,” “limited,” or an abbreviation of one of these. 
• The name of a nonprofit limited liability company must contain the words “limited liability company” or must contain the abbreviation “LLC” or the abbreviation “L.L.C.”.

The name of a North Dakota nonprofit organization may not include such words as “bank,” “banker,” “banking,” “trust,” “trust company,” or any other similar words unless the articles are supported by a 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 for your nonprofit organization that is the same as, or deceptively similar to, a name already reserved or registered with the Secretary of State, the articles will not be filed. Your nonprofit organization may only use the requested name if the articles are accompanied by:

• Signed Consent to Use Business Name form
• 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

According to NDCC ch. 47-25, a trade name is a name that a business, organization, or individual may use which does not include the true name of the organization or the names of individuals using the business name. It is also sometimes referred to as a “doing business as” (DBA) name. 

Unincorporated nonprofit entities must file a trade name registration. However, a trade name can also be registered to allow a nonprofit organization to use and operate under a name that is different from its corporate or limited liability company name. 

The use of an acronym, shortened, or abbreviated version of the name instead of the true corporate or LLC name is considered a trade name that must be registered with the Secretary of State before it is used. 

Registering a Trade Name

The Trade Name Registration form is available in 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 nationwide. The Secretary of State does not check the federal trademark registry. The registrant bears responsibility for any infringement on a federal registration.

Fee: 

• Trade Name 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
• The trade name cannot contain the words listed above or an abbreviation of one of them. 
  • Abbreviations can be used if the owner is a corporation, limited liability company, limited partnership, limited liability partnership, or limited liability limited partnership

While filing articles 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.

Articles are formal documents filed to legally document the creation of a corporation or limited liability company. 

Domestic nonprofit organizations may provide written (or self-drafted) articles or fill out the form on the FirstStop Portal, which provides only the articles required by law. Nonprofit corporations and nonprofit LLCs must submit articles to the Secretary of State to be registered in North Dakota. 

A nonprofit corporation submits articles of incorporation, and an LLC submits articles of organization. An unincorporated nonprofit does not need to file articles. Articles for corporations and LLCs must include general information about the purpose and mission of the organization and the intended length of existence.

Articles of incorporation are available to the public. Details you want to exclude from public availability about the corporation's internal governance can be included in the bylaws. Bylaws are not required to be filed with the Secretary of State.

Information about what to include in the articles of incorporation can be found in the Begin & Maintain a Nonprofit Organization Guide.

Fee: 

• Registration - $40

Bylaws

Bylaws are the code adopted by the corporation which defines the rules for managing its day-to-day operations. A corporation may have bylaws but is not required to do so. 

Nonprofit corporations are not required to file their bylaws with the Secretary of State. Any bylaws filed with the office are available to the public.

Fee: 

• Filing - $10, plus $10 for each amendment

Articles of organization are available to the public. Details you want to exclude from public availability about the internal governance of the limited liability can be included in the operating agreement. The operating agreement is not required to be filed with the Secretary of State. 

Information about what to include in the articles of organization can be found in the Begin & Maintain a Nonprofit Organization Guide.

Fee: 

• Registration - $40

Operating Agreement

LLCs use an operating agreement to govern the day-to-day operations and outline the financial and functional decisions of the LLC, including rules, regulations, and provisions. 

Nonprofit LLCs are not required to file their operating agreement with the Secretary of State. Any operating agreements filed with the office are available to the public. If a nonprofit LLC chooses to file its operating agreement, it is recommended to file any following amendments to the operating agreement so that the recorded version is complete if anyone from the public should review the record at the Secretary of State. The filing fee is $10 for filing an operating agreement and $10 for each amendment.

Fee: 

• Filing - $10, plus $10 for each amendment

A charitable organization is a nonprofit that operates for the benefit of the public or a specific cause and participates in solicitation for charitable purposes. 

If your nonprofit will be soliciting contributions, you may be required to register with the Secretary of State as a charitable organization in addition to registering as a nonprofit organization. Visit Charitable Organizations to learn more about registration requirements.

A trademark or service mark is your brand or logo and includes any word, name, symbol, device, or any combination of those used by a person or organization. 

A trademark and service mark registration is not required in North Dakota, but you may want to register one to establish rights to the mark in North Dakota. When you file a trademark or service mark registration, the Secretary of State will review it based on NDCC ch. 47-22 to ensure that it will not be the same as, or deceptively similar to, any other business or nonprofit name, trade name, trademark, or service mark registered with the Secretary of State.

The Secretary of State is not required to check the federal trademark index when reviewing filings for trademark or service mark registration. 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.

Online forms to register a trademark or service mark are available on the FirstStop Portal.