Set up your North Dakota LLC without the hassle.
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There are many reasons to form an LLC in North Dakota. Here are the main ones:
Legal protection in case of bankruptcy or lawsuits
Separation of personal and business assets
Tax benefits: flexibility & pass-through taxation
Increasing credibility and trust for your business
Check if your LLC name is available in North Dakota
Choose a registered agent for your LLC
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When you decide to start a business, the next decision you should make is what type of legal structure is best for your business. Traditionally, the law only recognized three legal entities: sole proprietorship, partnership, or corporation. Today, we have hybrid options that combine many of the benefits of those traditional options. One of those is a limited liability company, commonly referred to as an LLC. An LLC offers many of the benefits found in a corporation without the difficulty and complexity involved in forming and operating a corporation.
A limited liability company is a distinct legal entity owned by “members,” although it shares some characteristics with both partnerships and corporations. One of the primary advantages of registering an LLC is that, as the name implies, an LLC offers limited personal liability to the members for debts and liabilities of the company.
Specific benefits of forming your LLC in North Dakota include:
In this guide we’ll cover all steps necessary to start your LLC, as follows:
Let’s explore each in detail:
After choosing a limited liability for your company structure, you must decide on an official name for your business. The name of your North Dakota LLC must include the phrase “limited liability company” or the abbreviation “LLC” or “L.L.C.”
The name of your North Dakota LLC cannot contain the following words/phrases or their abbreviations: corporation, incorporated, limited partnership, limited liability partnership, or limited liability limited partnership. Furthermore, the words “limited” or “company” cannot be used in your business name without association with the words “limited liability company” or one of the acceptable abbreviations (LLC or L.L.C.).
If you plan to form a professional LLC, defined as a limited liability company made up exclusively of licensed professionals, the name must contain the words “professional limited liability company” or “limited liability company,” or the abbreviations “P.L.C.,” “PLC,” “P.L.L.C.,” “PLLC,” “L.L.C.,” or “LLC.”
In addition, your North Dakota business name must not be the same, or deceptively similar to, the name of the following entities already registered to do business in North Dakota:
The last step before officially naming your business will be to make sure another business is not already using the name you have chosen. You can conduct a name search using the North Dakota Secretary of State database, which includes all active records and those records inactivated within the past twelve months. To be certain that your name does not conflict with an existing name, try several variations of the name when conducting your search. For example, if your chosen name is “Best North Dakota Widgets, LLC” you might also search for “North Dakota Best Widgets, LLC” and “Best Widgets North Dakota, LLC.”
You must designate a registered agent for your North Dakota LLC. A limited liability company cannot designate itself as its registered agent. An LLC must continuously maintain a registered agent to receive all legal documents for the LLC, including service of process if a lawsuit is filed against the company. The registered agent is expected to forward these documents to the LLC. A registered agent may be:
Used to form an LLC, Articles of Organization are similar to the Articles of Incorporation used to form a corporation. Articles of Organization provides the framework for operating the business by outlining the rights and powers of the members, the duties, liabilities, and obligations between the LLC and the members, and the obligations, liabilities, and duties that the members have to each other.
Several mandatory fees will be required when forming your LLC in North Dakota. Because not every business will file the same forms and documents, the total cost will vary; however, some of the most common fees you can expect to pay when forming a North Dakota LLC include:
The requirements for a North Dakota LLC are governed by Chapter 10-32 of the “Limited Liability Company Act.” One or more members are required to form a North Dakota LLC, and all members must be over the age of 18.
An LLC may be organized to transact any business except banking and insurance (insurer backing claims); however, an insurance agency selling insurance products may be formed as an LLC. Farming is permitted if the LLC complies with the provisions of Chapter 10-06.1 of North Dakota’s Corporate and Limited Liability Company Farming Act.
If you are forming a professional LLC, you must provide certification from the respective licensing board evidencing the licensure of all members. A professional LLC is one created by “licensed professionals” defined as “people who have been legally authorized to provide a professional service to the public that requires a license prior to rendering the service.”
A foreign LLC is one that has filed articles of organization under laws other than the laws of North Dakota. To transact business in North Dakota, a foreign LLC must obtain a certificate of authority from the Secretary of State.
To form an LLC in North Dakota, you must file Articles of Organizations that may include additional information but must include the following:
You can file your North Dakota LLC Articles of Organization online using the First Stop website, by mail addressed to the Secretary of State of North Dakota, Business Services, 600 E Boulevard Avenue Dept 108, Bismarck, ND 58505-0500, or via fax at 701-328-2992.
Although you are not required to file an operating agreement with the SOS when registering your North Dakota LLC, creating one is an essential step in the formation and operation of your LLC. Governed by the provisions of the North Dakota Uniform Limited Liability Company Act (ULLCA), an operating agreement provides the framework for how your LLC will be financed, managed, and operated once formed. According to the ULLCA, the operating agreement governs the following:
The operating agreement (“OA”) will specify how the LLC is to be managed. A North Dakota LLC can be member-managed, board-managed, or manager-managed. The default form of management is a member-managed LLC in North Dakota unless the Operating Agreement specifically states that the LLC is to be manager or board-managed.
In a member-managed LLC, management authority is equally shared among all members. In a manager-managed LLC, a separate manager or group of managers (who may or may not also be members) is designated to manage the company. A board-managed LLC is managed by a board of governors chosen by members holding a majority of the voting power of the members.
The OA may go into great detail regarding the management of the LLC or simply provide a general management structure; however, including detailed management terms and provisions in the OA reduces confusion and the likelihood of disputes in the future.
The OA should also include information about ownership shares, initial financial contributions, and future profit allocation. You may also decide to include a buy-sell agreement within your OA that addresses what happens if certain triggering events occur, such as the death, disability, divorce, or bankruptcy of a member.
One of the primary reasons to create an LLC is to “limit” the financial responsibility of members for debts and liabilities of the company. As such, your OA should include provisions that address the protection intended to be bestowed on members to reduce the likelihood that a member could be held personally liable for company debts/liabilities down the road.
There is no legal requirement to create an Operating Agreement for your North Dakota LLC, nor are you required to file one with the SOS. If you do create an Operating Agreement, however, the North Dakota Uniform Limited Liability Company Act will govern the agreement.
As an individual taxpayer, your Social Security number is used by the Internal Revenue Service (IRS) to identify you. A business is identified by the IRS using an Employer Identification Number (EIN), also referred to as a Federal Tax Identification Number, for tax and related purposes. Applying for licenses and permits, opening a bank account for the business, and financing loans will also typically require you to have an EIN.
You can apply for an EIN online at the IRS website as long as your principal place of business is located in the United States or one of the U.S. Territories. To apply, you need a valid Taxpayer Identification Number (SSN, ITIN, EIN).
If we assist you in creating your North Dakota Limited Liability Company, we can take care of submitting an EIN application for you.
This step-by-step guide details the steps you need to name your North Dakota LLC properly by searching if it is unique.
There are different costs to form an LLC in North Dakota and maintain it. We’ve listed all of them in this post.
Appointing registered agent is a mandatory step in your LLC formation process in North Dakota – learn more about it.
This post details which licenses and permits your North Dakota LLC may require and how to obtain them.
We love helping people start their business. We take care of the LLC filing and offer additional services so you can focus on launching and growing your business, while remaining compliant with state regulations.
Here’s why people choose to form their LLC with us:
Our products are user friendly, all you need to do is answer a few questions about your business and let us take care of all the rest.
Our platform is easy to use and is optimally designed to guide you through your LLC formation process and business journey.
We offer more products to help you set and manage your business like registered agent, business licenses, and annual report.
For more reviews from our customers, visit our reviews page.
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This portion of our website is for informational purposes only. Tailor Brands is not a law firm, and none of the information on this website constitutes or is intended to convey legal advice. All statements, opinions, recommendations, and conclusions are solely the expression of the author and provided on an as-is basis. Accordingly, Tailor Brands is not responsible for the information and/or its accuracy or completeness.
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