How to Incorporate in North Dakota
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If you’re looking to incorporate in North Dakota, you’re in the right place. This guide will help you file formation documents, get tax identification numbers, and set up your company records.
Choose a Corporate Structure
Incorporating means starting a corporation. If you want to form an LLC, please see "How to Form an LLC in North Dakota".
Is your corporation for-profit or not-for-profit? If you are starting a nonprofit, please see "How to Start a Non-Profit Organization in North Dakota".
C-Corp and S-Corp refer to taxation with the IRS, not to legal structures. Your corporation is taxed as a C-Corp unless you file an election to be taxed as an S-Corp (explained below).
Check Name Availability
The legal name of your corporation may not conflict with any other registered name. Check availability of your desired name by conducting a name search.
Name Search: Name Reservation: Optional Suffix Requirements:
Must contain the word "company", "corporation", "incorporated", "limited", or an abbreviation of one or more of these words; Must be expressed 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.
Appoint a Registered Agent
Before you officially file to create your North Dakota LLC, you will need to decide who your North Dakota registered agent will be. A registered agent is a business's legal appointee to receive notice of lawsuit and other legal or government notices.
State law requires every LLC to have a registered agent. The registered agent is designated when you file North Dakota articles of organization with the North Dakota Secretary of State.
Our reliable registered agent service fulfills this requirement. You get:
- Same-day documents from our local office in Fargo
- Immediate online access to state forms with our address and, where required, our signature
- Annual fees from $89 to $99 per state with no additional charges
File North Dakota Articles of Incorporation
File the articles of incorporation to create your corporation.
Agency: North Dakota Secretary of State Form: Filing Method: Agency Fee:
Establish Bylaws & Corporate Records
Your corporation must keep correct and complete books and records.
Draft bylaws (potentially using a template) which is the governing document for the corporation. The bylaws of a corporation may contain any provision for managing the business and regulating the affairs of the corporation that is not inconsistent with law or with the articles of incorporation (C.R.S. 7-102-106). You will review and ratify the bylaws at your first board of directors meeting.
A corporation shall keep as permanent records minutes of all meetings of its shareholders and board of directors, a record of all actions taken by the shareholders or board of directors without a meeting, a record of all actions taken by a committee of the board of directors in place of the board of directors on behalf of the corporation, and a record of all waivers of notices of meetings of shareholders and of the board of directors or any committee of the board of directors (C.R.S. 7-116-101).
Your filed articles of incorporation and bylaws are the first documents for your corporate records. Your corporation will generate many other official records such as:
- Meeting minutes
- Shareholder resolutions
- EIN verification letter
- Amendments and other filings made to the corporation over its lifetime
Organizations need a secure, centralized tool for managing and accessing sensitive records. Our Records Manager software offers a simple, efficient way for corporations to store records, track officers, directors, and shareholders, and customize meeting notifications.
Appoint Initial Directors
The initial directors serve on the board until the annual meeting of shareholders (when directors are elected to the board). If the initial directors are not named in the articles of incorporation, they are appointed by the incorporator. The incorporator documents and signs this action for the corporate records.
Hold Organizational Meeting
Hold the organizational meeting of the incorporators or initial directors. Keep minutes of this meeting.
""After the issuance of the certificate of incorporation, the incorporators or the directors named in the articles shall, within a reasonable time, hold an organizational meeting at the call of a majority of the incorporators or of the directors named in the articles or take written action, for the purposes of transacting business and taking actions necessary or appropriate to complete the organization of the corporation, including amending the articles; electing directors; adopting bylaws; electing officers; adopting banking resolutions; authorizing or ratifying the purchase, lease, or other acquisition of suitable space, furniture, furnishings, supplies, and materials; approving a corporate seal; approving forms of certificates for shares of the corporation; adopting a fiscal year for the corporation; accepting subscriptions for and issuing shares of the corporation; and making any appropriate tax elections. If a meeting is held, the person or persons calling the meeting shall give at least three days' notice of the meeting to each incorporator or director named, stating the date, time, and place of the meeting."" - N.D.C.C. §10-19.1-30
The following state laws apply unless overridden by the organizational documents, where permissible.
- Number: One or more required.
- Qualifications: Must be individuals.
- Quorum: Majority of directors, unless articles of incorporation or bylaws fixes a different number.
- President, secretary, and treasurer required.
Issue Stock Certificates
The owners may be issued stock certificates to serve as proof of ownership in the corporation. Remember to hold the first annual meeting of the shareholders (the owners of the corporation) according to bylaws and keep minutes of this meeting.
The following state laws apply unless overridden by the organizational documents, where permissible.
Shareholders Annual Shareholder Meeting
- Qualifications: N/A
- Stock Certificate: Not required.
- Voting Trusts Allowed: Yes.
- Required: No.
- Action by written consent: Allowed if by all shareholders entitled to vote on the action. Artiticles of incorporation may provide if enough shareholders consent to equal the number required to take action by vote.
Get a Federal Employer Identification Number (EIN)
Your corporation must obtain an EIN regardless of whether it will hire employees.
Submit to: Internal Revenue Service
Form: IRS Form SS-4 Guidance: IRS Pub 1635: Understanding Your EIN Filing Method: Mail, phone, fax, or apply online with the IRS Fee: $0 Turnaround: Immediately online Notes: The IRS website is only available during certain hours. Print your EIN before closing your session.
Get North Dakota State Tax Identification Numbers/Accounts
In North Dakota, a general business registration is not required. Simply register for applicable state taxes.
Use left-hand navigation to explore ND state taxes that might apply to your corporation.
Agency: North Dakota Office of State Tax Commissioner
If your organization will sell goods that require collection of sales tax, you must obtain a sales tax license.
Agency: North Dakota Office of State Tax Commissioner Form: Application to Register for Income Tax Withholding and Sales and Use Tax Permit Filing Method: Agency Fee:
Consider Electing S-Corp Taxation
By default, your corporation is taxed as a C-Corporation. Some corporations, especially smaller ones, benefit from electing S-Corp tax treatment:
- C-Corps suffer from double taxation: the corporation pays taxes on profits then members pay taxes on their distributions. If profits exceed $250,000 per owner, you provide employee benefits, or you will re-invest most of your profit in the business, you may benefit from the low tax rates on retained earnings under C-Corp treatment.
- S-Corp treatment avoids double-taxation. It is generally the best choice for small businesses. To accomplish this, file Form 2553: S-Corp Election with the IRS.
Obtain Business Licenses & Permits
To run your business legally, you must obtain applicable licenses and permits. The easiest way to navigate the wide range of federal, state, and local requirements is to search by your business type and locality using the Small Business Administration Business License & Permit look-up tool.
North Dakota Business License
General Business License licensure is not required on the State level in North Dakota.
North Dakota does not have a general business license at the state level, but local licenses are often required.
Ongoing Filings to Maintain Your Corporation
You must file federal and state tax returns.
Many states also require business entities to file an annual report to maintain good standing with the secretary of state.
For more details, see our North Dakota annual report information center page.
You will need to demonstrate your company’s good standing to banks, customers, and other state agencies. After all the work involved in forming your North Dakota corporation, don’t let a missed annual report filing cause your new business to fall out of compliance.
Tracking and filing annual reports on your own can be time consuming and lead to accidental lapses. Protect your corporation’s good standing with Managed Annual Report Service, which tracks and automatically files reports on time, every time, so you can focus on your business.
LLC, C-Corp, or S-Corp?
Choose which one is right for you.
Limiting Your Liability
Do you need liability insurance, limited liability protection, or both?