How to Incorporate in North Dakota

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If you’re looking to incorporate in Alabama, you’re in the right place. This guide will help you file formation documents, get tax identification numbers, and set up your company records.


Paperwork Cost Time
  • Form SFN-16812: North Dakota Business or Farming Corporation Articles of Incorporation
  • Bylaws
  • IRS Form SS-4: Obtain an EIN
  • Form 2553: S-Corp Election, if desired
  • Incorporation: $100
  • Incorporation: ~30 days. No expedite options available.


1 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".

This article assumes you are creating a North Dakota General Business Corporation. Formation requirement differ for Farming Corporations, Professional Corporations, and Publicly Traded Corporations.

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).

2 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:
Secretary of State database search
Name Reservation:
Optional
Suffix:
Must contain the word "company", "corporation", "incorporated", "limited", or an abbreviation of one or more of these words. North Dakota century Code 10-19.1-13
3 Appoint a Registered Agent

Identify the corporation’s North Dakota registered agent. This individual or company receives notice of lawsuit and other legal service for the corporation.

4 File North Dakota Articles of Incorporation

File the articles of incorporation to create your corporation.

Agency:North Dakota Secretary of State
Form:

North Dakota Business or Farming Corporation Articles of Incorporation (SFN 16812)

Instructions:

The Green Book - State of North Dakota New Business Registration Forms

Filing Method:

Mail or fax

Agency Fee:

$100

Turnaround:

~30 days. No expedite options available.

Law:

N.D.C.C. c10-19.1 North Dakota Business Corporations Act

5 Establish Bylaws & Corporate Records

Your corporation must keep correct and complete books and records.

A corporation shall keep, at the corporation's principal executive office or at another place or places within the United States determined by the board, a share register not more than one year old, containing the name and address of each shareholder and the number and classes of shares held by each shareholder. A corporation shall also keep, at the corporation's principal executive office or at another place or places within the United States determined by the board, a record of the dates on which certificated or uncertificated shares were issued.
N.D.D.C. §10-19.1-84

Your filed articles of incorporation are the first document for your corporate records. Your corporation will generate many other official records such as bylaws, meeting minutes, and your EIN.

Office supplies intended for a corporation will help you stay organized and save time. Optionally, get a corporate record book, seal, and document templates.

In North Dakota, a corporation may, but need not, have bylaws. Draft bylaws (potentially using a template) which is the governing document for the corporation. Bylaws may contain any provision relating to the management or the regulation of the affairs of the corporation not inconsistent with section 10-19.1-32 or any other provision of law or the articles. (N.D.D.C. §10-19.1-31). You will review and ratify the bylaws at your first board of directors meeting.

6 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.

7 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.

Directors Officers
  • 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.
8 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.
9 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
http://www.irs.gov/
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.
10 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
http://www.nd.gov/tax/
Use left-hand navigation to explore ND state taxes that might apply to your corporation.

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
http://www.nd.gov/tax/
Form:
Application to Register for Income Tax Withholding and Sales and Use Tax Permit
Fee:
$0
Filing Method:
Mail
11 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.
12 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.

13 Ongoing Filings to Maintain Your Corporation

You must file federal and state tax returns. You must also file:

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