How to Form an LLC in North Dakota
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This guide to starting an LLC in North Dakota provides step-by-step instructions on filing formation documents, obtaining tax IDs, and setting up company records.
LLCs are the most popular business structure because they are inexpensive to form, provide flexibility to the owners, and are easy to run. Forming your LLC legally establishes your business, limits your personal liability, and gains tax flexibility. The following step-by-step will help you as you undertake this process.
Fast Facts: Your Budget and Timeline
Here is an overview of the total paperwork, cost, and time it takes to form an LLC in North Dakota. Be sure to read the final step in this guide - "Ongoing Filings" - to understand your ongoing costs to maintain a compliant LLC.
- Form SFN-58701: North Dakota Business or Farming Limited Liability Company
- Operating Agreement
- IRS Form SS-4: Obtain an EIN
- Formation: $135
- Formation: ~30 days. No expedite options available.
Step-by-Step North Dakota LLC Instructions
Check Name Availability
The legal name of your LLC may not conflict with any other registered name. Check availability of your desired name by conducting a name search.
Name Search: North Dakota Secretary of State
Name Reservation: Optional Suffix:
Must contain the words "limited liability company", or must contain the abbreviation "L.L.C." or the abbreviation "LLC"; 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
Identify the LLC’s North Dakota registered agent. This individual or company receives notice of lawsuit and other legal service for the LLC.
File North Dakota Certificate of Formation
File the articles of organization to create your limited liability company.
Agency: North Dakota Secretary of State Form: ACCESS PREMIUM DATA Instructions: ACCESS PREMIUM DATA Filing Method: ACCESS PREMIUM DATA Agency Fee:
Turnaround: ACCESS PREMIUM DATA Law: Notes:
Formation requirements differ for Farming LLCs and Professional LLCs.
Establish Company Records
Your filed articles of organization are the first document for your limited liability company records. Your LLC will generate many other official records such as your operating agreement, meeting minutes, and your EIN.
Office supplies intended for an LLC will help you stay organized and save time. Membership certificate templates should come with your company record book. Each owner receives a membership certificate as evidence of his or her ownership in the LLC.
Create the Operating Agreement
Draft an Operating Agreement (potentially using a template) which is the governing document for the LLC. It defines the formalities of how the LLC will run itself such as holding an annual meeting. You will review and adopt the agreement at your organizational meeting.
Hold the Organizational Meeting
The first meeting of the members of the LLC is the organizational meeting. You will need your filed articles of organization and your operating agreement in order to conduct this meeting. Keep minutes of this meeting and store them in your company record book.
Get a Federal Employer Identification Number (EIN)
If your LLC has more than one member or will hire employees, it must obtain an EIN. An EIN is also often required to open a bank account.
Agency: Internal Revenue Service (IRS) Form: ACCESS PREMIUM DATA Filing Method: ACCESS PREMIUM DATA IRS fee:
Turnaround: ACCESS PREMIUM DATA Notes:
The IRS website is only available during certain hours. Print your EIN before closing your session. For additional guidance, see IRS Pub 1635: Understanding Your EIN.
Get North Dakota State Tax Identification Numbers/Accounts
In North Dakota, a general business registration is not required. Simply register for applicable state taxes.
- More information:
- North Dakota Office of State Tax Commissioner
Use left-hand navigation to explore ND state taxes that might apply to your LLC.
If your organization will sell goods that require collection of sales tax, you must obtain a sales tax license.
- Submit to:
- North Dakota Office of State Tax Commissioner
- Application to Register for Income Tax Withholding and Sales and Use Tax Permit
- Filing Method:
Consider Electing S-Corp or C-Corp Taxation
By default, your LLC receives pass-through taxation and the vast majority of LLCs keep this tax classification. Some LLCs benefit from electing S-Corp or C-Corp tax treatment:
- S-Corp treatment can help owner-employees who earn more than ~$75,000 per year save on self-employment taxes. File Form 2553: S-Corp Election.
- 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. File Form 8832: C-Corp Election.
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 LLCs are required to file a North Dakota Annual Report.
You must file federal and state tax returns. You must also file: