The North Dakota certificate of authority application for corporations

Under the statute the application, executed by an authorized person, sets out 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. The Secretary of State may ask for more information needed to decide if the corporation qualifies. It comes with the fee and a certificate of good standing or existence authenticated by the incorporating officer of the home state or country.

The corporation names an agent and, if the agent is noncommercial, gives an address in the state. It cannot appoint itself. Replacing the agent later costs $10.

A foreign corporation files its $25 annual report by May 15; North Dakota corporations file by August 1. Without a report, a corporation falls out of good standing three months after the due date, and the Secretary of State then warns it that revocation may follow. A report filed afterward with the fee and late penalty restores good standing.

Withdrawal costs $20. For a corporation that dissolves at home or merges out of existence, the home certificate serves as the application for withdrawal and ends authority once filed.

The application asks when the corporation was incorporated and how long it will last. The home certificate or the articles give the duration. The statement of purpose is a sentence describing what the corporation will do in North Dakota. Keep it specific to the state and consistent with the articles, such as operating a distribution center or providing engineering services.

The application is $145. The first annual report arrives the year after authorization, by May 15, is $25, so the two together are $170. Withdrawal later adds $20, and the full cycle of application, one report and withdrawal is $190.

A corporation that works here with no certificate cannot bring a court case until it holds one, though contracts it signed remain enforceable, and it keeps the right to defend. It names the Secretary of State as its recipient for papers and owes the fees it skipped, and the Attorney General collects them.