How to Form an LLC in North Dakota

Everything you need to form a Limited Liability Company in North Dakota (ND). Filing fee: $135 | Processing time: 5-10 business days

Filing Fee
$135
Annual Report
$50 annually
Processing Time
5-10 business days
Online Filing
Yes

State Income Tax

0% to 2.5% individual income tax; 1.41% to 4.31% corporate income tax

Steps to Form an LLC in North Dakota

1

Search for LLC name availability with the North Dakota Secretary of State

2

Designate a registered agent in North Dakota

3

File Articles of Organization with the North Dakota Secretary of State

4

Pay the $135 filing fee

5

Obtain an EIN from the IRS

6

Draft an Operating Agreement

7

File the annual report each year with the $50 fee

Step-by-Step North Dakota LLC Formation Guide

North Dakota offers a straightforward LLC formation process with a $135 filing fee for Articles of Organization submitted to the ND Secretary of State. The state's small population and business-friendly policies result in efficient processing times and responsive government agencies. North Dakota's economy has diversified beyond agriculture and energy, creating opportunities for businesses in technology, manufacturing, and professional services.

Step 1: Verify Your LLC Name Availability

Search the North Dakota Secretary of State's business entity database to ensure your desired name is available. Your LLC name must include 'Limited Liability Company,' 'LLC,' or 'L.L.C.' and not be confusingly similar to existing registered entities. You can reserve a name for up to 12 months by filing a name reservation application with the Secretary of State.

Step 2: Designate a Registered Agent

North Dakota requires each LLC to maintain a registered agent with a physical street address in the state. The agent must be available during regular business hours to accept service of process and other official documents. If you are based outside North Dakota, you will need to hire a professional registered agent service with a North Dakota address.

Step 3: File Articles of Organization

Submit your Articles of Organization to the North Dakota Secretary of State along with the $135 filing fee. You can file online through the Secretary of State's FirstStop portal for convenient processing. The articles must include your LLC name, registered agent information, principal office address, and the organizer's name and signature.

Step 4: Prepare an Operating Agreement

Although North Dakota does not require LLCs to have an operating agreement, preparing one is strongly recommended. The agreement should outline member roles, voting procedures, profit allocation, and dissolution terms. Having this document in place demonstrates your LLC's legitimacy and helps avoid potential disputes among members.

Step 5: Obtain Your EIN from the IRS

Apply for a free Employer Identification Number through the IRS online application. Your EIN is essential for opening a bank account, filing taxes, and hiring employees. The process is quick, and you will receive your EIN immediately after completing the application.

Step 6: Register for North Dakota Taxes

Register with the North Dakota Office of State Tax Commissioner for any applicable state taxes. If you are selling taxable goods or services, you will need a sales tax permit, as North Dakota has a 5% state sales tax. LLCs with employees must also register for income tax withholding and unemployment insurance contributions.

Step 7: Open a Business Bank Account

Open a business bank account in your LLC's name using your Articles of Organization and EIN. Keeping business and personal finances separate is critical for maintaining your LLC's liability protection. North Dakota has several regional banks and credit unions that cater to small businesses.

Step 8: File Your Annual Report

North Dakota requires LLCs to file an annual report with the Secretary of State by November 15 each year. The annual report fee is $50, and filing can be completed online. Missing the deadline may result in penalties or involuntary dissolution of your LLC.

North Dakota's efficient government services and moderate filing costs make LLC formation a smooth process. Stay on top of your November 15 annual report deadline to maintain your LLC in good standing. With a diversifying economy and low operating costs, North Dakota is a solid choice for entrepreneurs looking for a no-nonsense business environment.

Pros of Forming in North Dakota

  • ✓Very low individual income tax rates
  • ✓Low corporate income tax rates
  • ✓Strong energy and agriculture sectors

Cons of Forming in North Dakota

  • ✗Very small population and consumer market
  • ✗Harsh climate limits some business types
  • ✗Limited workforce availability in many fields

Best For

Energy, agriculture, and natural resource businesses operating in the northern Great Plains region.

Frequently Asked Questions About North Dakota LLCs

How much does it cost to form an LLC in North Dakota?▼
The filing fee for forming an LLC in North Dakota is $135, paid to the North Dakota Secretary of State when you submit your Articles of Organization. This is a moderate filing fee compared to other states in the region.
How long does it take to process an LLC filing in North Dakota?▼
Standard processing for North Dakota LLC filings takes 5 to 10 business days, which is slightly longer than many states. Expedited processing is available for an additional fee if you need your LLC formed more quickly.
What are the annual report requirements for a North Dakota LLC?▼
North Dakota LLCs must file an annual report with a $50 filing fee. The report is due by November 15th each year and can be filed online through the Secretary of State's website. The report requires updated information about the LLC's registered agent, principal office, and members or managers.
What are the registered agent requirements for a North Dakota LLC?▼
Every North Dakota LLC must maintain a registered agent with a physical street address in North Dakota. The agent can be an individual resident of the state or a business entity authorized to do business in North Dakota. The registered agent must be available during regular business hours to accept service of process.
Is an operating agreement required for a North Dakota LLC?▼
North Dakota does not require LLCs to adopt an operating agreement by law. However, having one is strongly recommended to establish the rules governing your LLC's internal operations. A good operating agreement addresses profit distribution, member voting rights, management responsibilities, and procedures for transferring membership interests.
When does a North Dakota LLC need an EIN?▼
Your North Dakota LLC needs an EIN if it has more than one member, employs people, or elects to be taxed as a corporation. An EIN is also typically required to open business bank accounts and establish business credit. The IRS provides EINs at no charge through its online application system.
How does an LLC compare to an S-Corp or sole proprietorship in North Dakota?▼
North Dakota has individual income tax rates from 1.1% to 2.9% and corporate rates from 1.41% to 4.31%, which are among the lowest in the country. A sole proprietorship is simplest but offers no asset protection. An LLC provides liability protection with pass-through taxation, and given North Dakota's low rates, the tax burden is minimal. An S-Corp election offers some self-employment tax savings but the benefit is less significant due to the already low state rates.
What are the advantages of forming an LLC in North Dakota?▼
North Dakota offers some of the lowest individual and corporate income tax rates in the nation, with the top individual rate at just 2.9% and the top corporate rate at 4.31%. The state has a straightforward business formation process and a stable, business-friendly regulatory environment. North Dakota also has a strong economy driven by agriculture and energy, providing opportunities for businesses in those sectors.

Calculate Your North Dakota LLC Costs

Get a detailed cost breakdown for forming your LLC in North Dakota, including filing fees, registered agent costs, and more.

Use the Cost Calculator

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