Certificate of authority in North Dakota
North Dakota certificate of authority: which version your entity files and what it costs
An outside LLC pays $135, a corporation $145, a nonprofit corporation $50. Each needs a certificate from its home state.
North Dakota requires a certificate of authority from any company formed elsewhere that transacts business here. It costs $135 for an LLC, $145 for a corporation, $50 for a nonprofit corporation, $110 for a limited partnership and $60 for a limited liability partnership. We prepare the right version and file it for $199.
Every version asks for the same core things: the entity's name, where it was formed, a registered agent in North Dakota, and a certificate from the home state. They differ in the form, the fee and the yearly report. Pages for LLCs and corporations go through each one, and the fee page compares them.
Entity picked
LLC, corporation or other.
Application prepared
The right version.
Filed
With the Secretary of State.
North Dakota Secretary of State
Certificate of Authority
- Entity
- Sample Badlands Partners LLC
- Formed in
- South Dakota
- Registered agent
- North Dakota office
Made-up names for illustration. Your certificate shows your own.
- Right version for your entity
- State fees listed by entity
- North Dakota agent available
Your order covers
One certificate, many versions
LLCs, corporations, nonprofits and partnerships each use their own application.
Fees side by side
From $60 for an LLP to $145 for a corporation.
Different report dates
November 15, May 15 or March 31, depending on the entity.
Questions, then a filing
Your answers become the application.
Agent option
Our office can be your agent in the state.
Unusual structures
Farm, professional and series companies should write before ordering.
Getting a certificate of authority
Fix the entity category
LLC, corporation, nonprofit or partnership, and whether it is a business, farm or professional entity.
Collect the home certificate
Existence or good standing from the home state, authenticated.
Choose a registered agent
Someone with a North Dakota street address who has said yes.
Prepare the right application
The version that matches the entity.
File through the portal
With the fee for that entity type.
Diary the annual report
The date depends on the entity.
Certificate of authority fees by entity
| Entity | Application fee | Yearly report | Deadline |
|---|---|---|---|
| LLC from elsewhere | $135 | $50 | November 15 |
| Business corporation from elsewhere | $145 | $25 | May 15 |
| Foreign nonprofit corporation | $50 | Write to us | Write to us |
| Limited partnership (foreign) | $110 | $25 | March 31 |
| Limited liability partnership (foreign) | $60 | $25 | March 31 |
A nonprofit LLC pays $40. Filed through the FirstStop Portal, with the North Dakota Secretary of State.
What a certificate of authority is
North Dakota law says an outside LLC must obtain a certificate of authority from the Secretary of State to transact business or provide professional services here, or to get any license or permit. The same wording covers corporations, nonprofits and partnerships. The certificate is the proof that the state has accepted the entity's application and filed its home certificate.
Who needs one
Any company formed in another state or country that is transacting business in North Dakota. The Secretary of State points to a store, office or shop, employees working in the state, a sales tax collection duty, a need for a license or permit, or a state contract won through bidding as warning signs. A bank account, a meeting or a lawsuit alone do not count. The transacting business page gives cases.
One permission, several applications
The FirstStop Portal lists a separate foreign certificate of authority application for each entity family: business LLC, farm or ranch LLC, professional LLC, business corporation, farm or ranch corporation, professional corporation, limited partnership and limited liability limited partnership. Picking the wrong one means a return. That is why the first question we ask is what kind of entity you are.
What every application includes
The home certificate is the common requirement. For an LLC, the application is made on forms prescribed by the Secretary of State, with the fees and a certificate of good standing or existence authenticated by the organizing officer of the home state or country. A corporation's application is built from a longer list: the corporation name and any different name to be used in the state; the jurisdiction and date of incorporation and its period of duration; the principal executive office address; the registered agent, with an address for a noncommercial agent; the purpose to be pursued in the state; and the names and addresses of the directors and officers. A limited partnership states the name, home jurisdiction, general character of the business, principal office address, registered agent, each general partner and whether it is an LLLP.
The registered agent
Every version needs a North Dakota registered agent. The company cannot fill the role itself, and the person or firm named must have agreed first. The agent requirements page sets out who qualifies and what each change costs.
Using a different name
An out-of-state entity that trades under a different name from the one it was formed under registers that name as a trade name for $25, which lasts 5 years. A nonprofit whose name is close to another business's must add a trade name, a signed consent form or a North Dakota court judgment.
Entities with licensing or farm rules
Some structures carry extra conditions. A professional LLC, corporation or partnership shows that its practicing owners and staff are licensed by the North Dakota board. A farming or ranching LLC discloses more and is limited to 15 members. An authorized livestock farm discloses still more about its members and controlling persons.
Reports follow the entity
After the certificate issues, a yearly report keeps it alive. Reports fall due on November 15 for LLCs, May 15 for foreign corporations, March 31 for partnerships and April 15 for farm and ranch companies. A new entity's first report is not due before the year after it is authorized.
Doing business without one
An LLC working here with no valid certificate faces a fine of up to $5,000; the individuals who directed the work face up to $1,000 apiece; and a court must stop the LLC's business until it pays and complies. A foreign limited partnership faces the same two ceilings. Corporations and nonprofits cannot sue in North Dakota courts until they hold a certificate and owe the state the fees they skipped. The consequences page has the detail.
Giving the certificate up
An entity that leaves applies for withdrawal. The fee is $20 for an LLC or a corporation, $25 for a limited partnership and $10 for an LLP. See the withdrawal page.
What the certificate lets you do
With the certificate, the entity may transact business in North Dakota and apply for licenses and permits that require authority to do business here. The Secretary of State places the application on file beside the home certificate, then hands the entity or its representative the certificate. Counterparties such as banks and agencies sometimes ask for it by name, so keep a copy.
Staying in good standing
A certificate is not permanent. An entity that skips its yearly report drops into Not Good Standing, visible to lenders and vendors, and a foreign one can be stripped of its authority. Notices go to the registered agent's address, so keep it current.
Three examples of picking the version
A Minnesota LLC that opens a retail shop in Fargo files the business LLC application and pays $135. A Montana corporation that sends its own employees to a Williston job site files the corporation application and pays $145. A Colorado limited liability partnership that rents an office in Bismarck registers for $60, with no extra charge for additional partners. The names of the entities differ, the process is the same, and each one reports on its own date afterward.
Questions to answer before you order
Have six answers ready: the entity type and the exact name; the state where it was formed and the date; whether it is a business, professional, farm or ranch entity; who will sign; who the registered agent will be; and whether it will trade under another name. With those, the application is a short piece of work. Without them, the first hour goes on finding the formation record.
Why waiting costs more than applying
The numbers favor applying early. The application fee is $135 for an LLC, and the yearly report afterward is $50. The civil penalty ceiling for an LLC that works here without a certificate is $5,000, and a court has to stop its business until the penalty is paid. A company that is still deciding can apply first and withdraw later for $20.
One more point on choosing the version
When it is unclear whether your entity is a business, professional or farm entity, look at what its owners and staff actually do in North Dakota. A company whose practitioners need a state license is professional for this purpose; a company whose income comes mainly from farming or ranching is farm or ranch. Tell us what you find and we match the filing, so you do not pay for a return.
What we do for you
We take your answers, choose the correct application, review the home certificate and agent against the statute, then file. You pay $199 plus the state fee. If you want to file yourself, the step-by-step page covers it.
Registered agent: first year included, then $149 a year
$199 plus the state fee, including your first year of registered agent service; after that the agent service renews at $149 a year.
What our service and the state cost
Get my North Dakota certificate of authority
North Dakota$199
+ state fee from $60
- The right version of the application for your entity type
- Your home-state certificate, reviewed against the statute
- A registered agent in the state from our office, or one you choose
- Your certificate of authority sent to you when issued
- Renewal: after the first year, the agent service renews at $149 a year
State fees by entity: LLC $135, corporation $145, nonprofit corporation $50. Our charge is a separate line. $199 plus the state fee, including your first year of registered agent service; after that the agent service renews at $149 a year.
Certificate of authority questions
What does a North Dakota certificate of authority cost?
It depends on the entity. An LLC pays $135, a corporation $145 and a nonprofit corporation $50.
Does North Dakota treat registration and certificate of authority as one filing?
In North Dakota, yes. The statute says certificate of authority and the office calls the LLC filing registration.
What must come from the home state?
A certificate of good standing or existence, authenticated by the home-state official.
Can my company be its own agent?
No. It needs another person or firm with a North Dakota address.
When is the annual report due?
November 15 for an LLC, May 15 for a foreign corporation, March 31 for a partnership.
What if we already started work?
Apply now. The ceiling for an LLC is $5,000 in penalties plus a court order.
Do you handle nonprofits and partnerships?
Yes, after an email exchange to confirm the form.
How do we leave?
File an application for withdrawal, $20 for an LLC.
Sources
- North Dakota Secretary of State, limited liability companies
- North Dakota Secretary of State, partnerships
- North Dakota Secretary of State, general business corporation fees
- North Dakota Secretary of State, maintain your registration
- North Dakota Secretary of State, out-of-state nonprofit
- North Dakota Secretary of State, register a business
- North Dakota Secretary of State, registered agents
- North Dakota Century Code, chapter 10-32.1 (Uniform Limited Liability Company Act)
- North Dakota FirstStop portal, business forms list
- North Dakota Century Code, chapter 10-19.1 (Business Corporation Act)
- North Dakota Century Code, chapter 45-10.2 (Uniform Limited Partnership Act)
- North Dakota Century Code, chapter 10-33 (Nonprofit Corporations)
Need North Dakota authority?
Give us your entity type and its home state.