The North Dakota certificate of authority, explained for every entity type

Look at what the entity does in North Dakota. The Secretary of State's page lists examples that suggest you are transacting business, and the statutes list things that are not: carrying on a proceeding or settlement; member or manager meetings and other internal affairs; bank accounts; offices for securities transfer; holding title as executor, trustee, guardian or conservator; loans and security interests; collecting debts; one isolated transaction finished within thirty days. The state's own advice is to consult an attorney or business advisor when it is unclear. The transacting business page works through cases.

Every version requires a certificate of good standing or existence from the home state, authenticated by the officer there who keeps entity records. For a nonprofit, the application name and the certificate name must be identical. Begin with this step, because it depends on another state's office.

The state decides whether a name is distinguishable on the record from names on file, and says not to commit to a name before the filing is accepted. LLC names include the words limited liability company, or LLC or L.L.C., and corporation names include company, corporation, incorporated, limited, or an abbreviation of one of them. To trade under another name, register it for $25.

The fee depends on the entity: $135, $145, $50, $110 or $60. The fee page lays them out beside amendment, withdrawal and report amounts. After the application, the yearly report costs $50 for an LLC against $25 for a corporation, and withdrawing costs $20 for an LLC against $20 for a corporation.

LLCs report by November 15, corporations by May 15 and partnerships by March 31; no entity owes a first report in the year it is authorized. The annual report page covers contents and late fees.

A foreign LLC that does not survive a merger must file a certified statement of merger inside 30 days. A corporation that dissolves or merges away at home can use its home certificate as its application for withdrawal. Tell us before you order if a merger is planned.

The three biggest differences are the fee, the report date and what the application lists. Corporations list directors and officers. LLCs list management and the agent. Limited partnerships list each general partner and say whether they are LLLPs. LLPs state their home expiry and an acknowledgment that their status here ends if it lapses at home.

Authority is not tied to the calendar, but the reporting is. An LLC that is authorized in November has the whole of the next year before its first November report. A foreign corporation authorized in June faces its first May report almost a year after it files. Because the dates differ by entity, a group of companies under common ownership often has North Dakota deadlines in three different months.

A change in the entity's name or its home jurisdiction affects the North Dakota record. The statute calls for an amended application when the name changes, with a certificate from the home officer confirming the change. An entity that re-domesticates should talk to us before the move, so the amendment matches the new record.

The home state issues the certificate. The Secretary of State reviews and issues the certificate of authority. The agent receives papers. The entity files its reports. We prepare and file the application and, if you ask, help with the first report.

Think of the certificate as a license to be present. Your entity is already a legal person at home. North Dakota does not recreate it. What the state does is accept that the entity exists, record who speaks for it here, and let it operate under North Dakota rules. The same logic applies to every entity type, which is why the application always starts from a home certificate and an agent.

An LLC starts by getting a certificate from the state where it was formed and confirming that its name is available here. It names an agent, signs through someone with authority and pays $135. After approval it reports by November 15 and keeps its agent and addresses current. The LLC application page covers the specifics.

A foreign nonprofit corporation applies for its certificate of authority through the portal and pays $50; a nonprofit LLC pays $40. The Secretary of State requires the name on the application and on the home certificate to match exactly. If the name is the same as or similar to another business, the application needs a trade name, a signed consent to use the name, or a certified North Dakota court judgment. A nonprofit that solicits donations may also need to register as a charitable organization, which is a separate registration.

A professional LLC, corporation or partnership must give the Secretary of State proof from the North Dakota licensing board that those practicing here hold licenses. There is also a dated change for these entities: from January 1, 2027, the annual report has to carry a Certificate of Professional License, SFN 13610, filled in by the board. Ask the board early, because the certificate needs the board's work.

A foreign parent LLC with a series says so in its certificate of authority; a series created afterward goes into an amended certificate. Cooperatives, trusts and other forms are outside the pages on this site, and we answer those by email.

If you want a person to match your entity to the right application and file it, our price is $199 plus the state fee. If you want to do the filing yourself, use the step-by-step page.

$199 plus the state fee, including your first year of registered agent service; after that the agent service renews at $149 a year.