North Dakota Incorporation, LLC, and Not-for-Profit Information

The formation document required to file a corporation in North Dakota is called the Articles of Incorporation. The information listed in the Articles of Incorporation includes, but not limited to, the name of the company, purpose, effective date of the company, shares, par value, principal office address, incorporators name, address and signature, and registered agent name and address.

North Dakota law does allow for the formation of Professional Corporations (PC's).

Corporations are managed by their Board of Directors. The minimum number of directors required in North Dakota is 1 and there is no age requirement. The Board of Directors elects the company officers, President, Vice President (if applicable), Secretary and Treasurer. The terms of office are stipulated in the company bylaws.

The company bylaws regulate the way in which your company will be run. The bylaws are adopted at the initial meeting of the directors and are updated as needed. Included in the bylaws will be information on director/shareholder meetings, voting responsibilities, stock issue procedures and other operating procedures.

All North Dakota corporations will be required to file an annual report every year with the Secretary of State. The statement will request updated information on the name and address of the chief executive officer, the principal executive office, and the address for service of process. The report is due August 1st starting the year after formation. State sends notices to registered agent address on record 2 months before due date. Failure to file the annual report may result in the company becoming inactive.

Corporations can register an Assumed Name (DBA) with the Secretary of State. If a corporation desires to conduct activities under a name other than its true legal name, a certificate complying with Chapters 47-25 of the North Dakota Century Code must be filed. The DBA name must meet the same name availability requirements as a newly formed entity, however, cannot include the corporate endings "corporation", "incorporated" or "limited" or an abbreviation of one of such words.

North Dakota provides a procedure for voluntarily dissolving a domestic corporation by first filing with the Secretary of State an Intent to Dissolve, pursuant to Section 10-19.1-108 of the North Dakota Century Code. After the corporation has filed the Intent to Dissolve, the Articles of Dissolution, pursuant to Section 10-19.1-109 through 10-19.1-113.1 of the N.D.C.C., must be filed with the Secretary of State to complete the process.

If the corporation has not issued shares of commenced business an Articles of Dissolution pursuant to Section 10-19.1-106 of the North Dakota Century Code should be filed with the Secretary of State.

New entities should obtain a Federal Tax Identification Number (FTIN), also known as an Employer Identification Number (EIN), from the IRS. This number will be required to open bank accounts, have employees, apply for business licenses, file tax returns, etc. Visit http://www.irs.gov for more information on federal tax requirements.

Further, if your corporation wants to apply for S-Corporation Election it should be applied for right after formation. In North Dakota an application for S-Corporation Election is required to be filed with the IRS. An application for S-Corporation Election is not required to be filed with the North Dakota Tax Department.

As all companies are different and have specific filing requirements we suggest that you speak with a tax professional to provide you with tax advice prior to organizing your company. For general tax information you can contact the North Dakota Tax Department at http://www.nd.gov/tax.

The formation document required to file an LLC in North Dakota is called the Articles of Organization. The information listed in the Articles of Organization includes, but not limited to, the name of the company, purpose, duration, effective date of the company, principal office address, organizers name, address and signature, and registered agent name and address.

North Dakota law does allow for the formation of Professional LLC's (PLLC's).

LLC's are managed by one or more members/managers. The members are like the shareholders of a corporation and are the owners of the company. The managers are like the officers of a corporation and run the company on behalf of the members. The minimum number of members required in North Dakota is 1 and the company can be member managed. The terms of office of the members/managers are stipulated in the company operating agreement.

The company operating agreement regulates the way in which your company will be run. The operating agreement is adopted at the initial meeting of the members and is updated as needed. Included in the operating agreement will be information on member/manager meetings, voting responsibilities, membership interest and other operating procedures.

All North Dakota LLC's will be required to file an annual report every year with the Secretary of State. The statement will request updated information on the address for service of process. The report is due November 1st starting the year after formation. State sends notices to registered agent address on record 2 months before due date. Failure to file the annual report may result in the company becoming inactive.

LLC's can register an Assumed Name (DBA) with the Secretary of State. If an LLC desires to conduct activities under a name other than its true legal name, a certificate complying with Chapters 47-25 of the North Dakota Century Code must be filed. The DBA name must meet the same name availability requirements as a newly formed entity, however, cannot include the LLC ending "Limited Liability Company" or the abbreviation "L.L.C." or "LLC".

North Dakota provides a procedure for voluntarily dissolving a domestic corporation by first filing with the Secretary of State a Notice of Dissolution, pursuant to Section 10-32-112 of the North Dakota Century Code. After the LLC has filed the Notice of Dissolution, the Articles of Termination, pursuant to Section 10-32-111 through 10-32-117 of the N.D.C.C., must be filed with the Secretary of State to complete the process.

If the corporation has not issued shares of commenced business an Articles of Dissolution pursuant to Section 10-32-110 of the North Dakota Century Code should be filed with the Secretary of State.

New entities should obtain a Federal Tax Identification Number (FTIN), also known as an Employer Identification Number (EIN), from the IRS. This number will be required to open bank accounts, have employees, apply for business licenses, file tax returns, etc. Visit http://www.irs.gov for more information on federal tax requirements.

As all companies are different and have specific filing requirements we suggest that you speak with a tax professional to provide you with tax advice prior to organizing your company. For general tax information you can contact the North Dakota Tax Department at http://www.nd.gov/tax.

The formation document required to file a Not-For-Profit corporation in North Dakota is called the Certificate of Formation. The information listed in the Certificate of Formation includes, but not limited to, the name of the company, specific purpose, names and addresses of the initial directors, principal office address, incorporators name, address and signature, and registered agent name and address.

Not-For-Profit corporations are managed by their Board of Directors. The minimum number of directors required in North Dakota is 3 and they must be 18 years old. The Board of Directors elects the company officers, President, Vice President (if applicable), Secretary and Treasurer. The terms of office are stipulated in the company bylaws.

You can choose to have a members for your Not-For-Profit organization. The members have the exclusive right to elect directors, amend articles and bylaws, and vote on a merger or dissolution of the corporation. A membership structured Not-For-Profit organization normally benefits the members of the organization, such as a club or social organization. A Not-For-Profit organization that does not have members will be governed by its board of directors as is the case with most charitable organizations.

The company bylaws regulate the way in which your company will be run. The bylaws are adopted at the initial meeting of the directors and are updated as needed. Included in the bylaws will be information on director meetings, voting responsibilities, membership requirements and other operating procedures.

NFP corporations may be required and should keep the bylaws available for review at their principal place of business along with the names and addresses of directors and officers, minutes of all director meetings, records of actions taken by directors without a meeting, a copy of the formation document and any amendments thereto, and the company’s most recent annual report.

North Dakota Not-for-profit corporations will be required to file an annual report every year with the Secretary of State. The report is due February 1st starting the year after formation. State sends notices to registered agent address on record 2 months before due date. Failure to file the annual report may result in the company becoming inactive.

NFP Corporations can register an Assumed Name (DBA) with the Secretary of State. If a NFP corporation desires to conduct activities under a name other than its true legal name, a certificate complying with Chapters 47-25 of the North Dakota Century Code must be filed. The DBA name must meet the same name availability requirements as a newly formed entity, however, cannot include the corporate endings "corporation", "incorporated" or "limited" or an abbreviation of one of such words.

North Dakota provides a procedure for voluntarily dissolving a domestic corporation by first filing with the Secretary of State an Intent to Dissolve, pursuant to Section 10-33-99 of the North Dakota Century Code. After the corporation has filed the Intent to Dissolve, the Articles of Dissolution, pursuant to Section 10-33-100 through 10-33-103 of the N.D.C.C., must be filed with the Secretary of State to complete the process.

New entities should obtain a Federal Tax Identification Number (FTIN), also known as an Employer Identification Number (EIN), from the IRS. This number will be required to open bank accounts, have employees, apply for business licenses, file tax returns, etc.

In order to apply for tax-exempt status under section 501(c)(3) of the Internal Revenue Code, an organization must be organized and operated exclusively for exempt purposes set forth in section 501(c)(3) of the IRS code, and none of its earnings may inure to any private shareholder or individual. The company must file Form 1023 for charitable organizations or Form 1024 for other types of tax exempt organizations in order to apply for tax-exempt status. Visit http://www.irs.gov/Charities-&-Non-Profits for additional information.

As all companies are different and have specific filing requirements we suggest that you speak with a tax professional to provide you with tax advice prior to organizing your company. For general tax information you can contact the North Dakota Tax Department at http://www.nd.gov/tax.