North Dakota Certificate of Authority · From Delaware
A Delaware LLC applying for a North Dakota certificate of authority
A Delaware LLC applies for its North Dakota certificate of authority for $135, supplying a Delaware certificate of good standing. Delaware's $400 annual tax continues, so state charges for the first year come to $535. Delaware ties the certificate to the tax.
Side by side
| Item | Delaware | North Dakota |
|---|---|---|
| Annual charge | $400 tax | $50 report |
| Deadline | June 1 | November 15 |
| Missing it | $200 penalty and interest | $50 extra |
| Certificate | $50 for good standing | Required with the application |
Why Delaware companies file here
Delaware decides how the LLC is run. North Dakota decides whether it may operate within the state. An LLC that has a shop, crew or office here is foreign in North Dakota, and the transacting business page lists the signs.
The Delaware certificate
North Dakota wants a certificate of good standing or existence authenticated by the Delaware officer. Delaware charges $50. It assesses its tax for any year in which the LLC is active in its records, so the first step is making sure the tax is paid.
Delaware penalties and what they block
A late Delaware tax carries a $200 penalty, plus interest. While it remains unpaid, a clean certificate is out of reach, and a North Dakota filing that depends on one stalls.
Agents in two states
Delaware requires its own registered agent. North Dakota requires another, at a physical address here, and the LLC may not take the role itself. The agent requirements page compares the options.
Two years of charges
First year: $135 to North Dakota plus $400 to Delaware, totalling $535. Second year: Delaware's tax once more and North Dakota's $50 report, and agents.
Delaware series LLCs
If your Delaware LLC has series, North Dakota's rules require the parent to disclose them in its certificate of authority, and later series in an amended one. Tell us before we draft.
Delaware certificate details
North Dakota accepts a certificate authenticated by Delaware's officer, and Delaware's fee for a certificate of good standing is $50. Check that the name on the certificate is spelled exactly as it is on your application.
A Delaware name change
A change of name means two filings: the Delaware amendment and the North Dakota amended application, which costs $50 and needs a Delaware certificate confirming the new name.
Leaving later
Withdrawal in North Dakota is $20 and does not stop the Delaware tax. Over a short life, one application, one report and a withdrawal cost $205 in North Dakota, on top of Delaware's $400 for each year it stays formed there. Delaware's penalty for a late tax is $200, so pay the tax before you order the certificate. See the withdrawal page.
Why the order of steps matters for Delaware companies
A Delaware company has several offices to satisfy: Delaware for the tax and the certificate, its Delaware agent, North Dakota for the authority and North Dakota's agent. The certificate comes last on the Delaware side, after the tax is paid, and the North Dakota filing comes right after the certificate arrives.
What Delaware assesses
Delaware assesses the tax for every year in which the entity is active in the records of its Division of Corporations, wherever its work is done. A Delaware LLC working only in North Dakota still pays Delaware $400. The tax is due June 1. Comparing that date with North Dakota's November 15 shows the two obligations fall five months apart.
A Delaware LLC with managers
North Dakota's yearly report lists the managers and governors, or managing members if the LLC has no managers. The North Dakota report puts the people who manage on the public record here. Choose who is named with that in mind.
Name differences
If the Delaware name is not available in North Dakota because it clashes with a name already on file, the LLC can use a different name for North Dakota business through a trade name registration for $25. Search the portal before you file.
Combined first-year cost
North Dakota $135 plus Delaware $400 makes $535, before the cost of the Delaware certificate at $50 and of any registered agents.
When the Delaware LLC should reconsider
A Delaware LLC whose real activity is entirely in North Dakota is paying Delaware $400 a year for a form of organization that North Dakota treats as foreign. A North Dakota LLC would pay $50 a year and no Delaware tax. Converting or re-forming has legal and tax consequences, and a lawyer should advise on it. Until then, the certificate of authority is the correct way to keep operating.
Getting it done
Pay Delaware, get the certificate, pick the agent, file. We take the North Dakota part off your hands for $199.
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.
Delaware-formed LLC questions
What does a Delaware LLC pay in North Dakota?
$135 for the certificate of authority.
Do we still pay Delaware?
Yes, $400 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.
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
- Delaware Division of Corporations, LLC/LP/GP annual tax
- Delaware Code Title 6, chapter 18, subchapter XI (fees and annual tax)
- North Dakota Century Code, chapter 10-32.1 (Uniform Limited Liability Company Act)
- Delaware Division of Corporations fee schedule (PDF)
- Division of Corporations, pay taxes and file annual reports
- North Dakota Secretary of State, registered agents
- North Dakota Century Code, chapter 10-01.1 (Registered Agents Act)
- North Dakota Secretary of State, register a business
Need North Dakota authority?
Give us your entity type and its home state.