North Dakota Certificate of Authority · For LLCs
The North Dakota certificate of authority application for LLCs
An LLC formed outside North Dakota applies for its certificate of authority on the Foreign Business Limited Liability Company Certificate of Authority Application, for $135, under section 10-32.1-75 of the Century Code. The application goes in through the FirstStop Portal with a home certificate. We prepare it for $199.
LLC application summary
- Application
- Foreign Business Limited Liability Company Certificate of Authority Application
- Statute
- N.D.C.C. 10-32.1-75
- Fee
- $135
- Home paper
- Certificate of good standing or existence, authenticated
- Office
- North Dakota Secretary of State
- Report afterward
- $50 by November 15
What the statute asks for
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. Our questionnaire collects what the current screens ask. We check the current form fields against your answers when we prepare your filing.
Name
Use the name from the home certificate. A different operating name is a trade name, registered separately for $25 for 5 years. The state's availability test is whether the name is distinguishable on the record.
Management and signer
Someone with authority signs for the LLC. The later annual report names the managers and governors, or the managing members when none exist, so decide now who they are.
Registered agent
Name an agent with consent. If the agent is a commercial agent from the state list, no address is needed; if noncommercial, give a full North Dakota street address.
The four LLC types
The state has four LLC categories: farming or ranching, authorized livestock farm, professional, and plain business. Business is the usual choice. A professional LLC adds licensing board certification for its practicing members, managers, employees and agents. A farm or ranch LLC is capped at 15 members and adds disclosures, and an authorized livestock farm discloses members and controlling persons.
Home-state certificate
The authenticated certificate is the one required attachment. A mismatch in name between certificate and application is the simplest way to have the filing returned.
Who signs and who speaks for the LLC
The corporate statute has an authorized person execute the application, and the LLC chapter takes the same approach to amendments. For an LLC, an authorized person is someone the operating agreement or the managers have empowered to sign filings. If the LLC is member-managed, a member signs. If manager-managed, a manager signs. Store the written authority among the LLC records, because the portal records who submitted the filing.
The principal office and mailing address
The principal executive office on the North Dakota record must be a street address. The mailing address can be a post office box and may be different. For an LLC run from a home or a virtual office, choose the address you are happy to have public before you submit, and use the same one in later reports.
Name endings and distinguishability
An LLC name uses the words limited liability company, or LLC or L.L.C.. The name also has to be distinguishable on the record from other names on file. The Secretary of State makes the final decision, so searching the portal first is sensible, and the office tells filers not to commit money to a name before the filing is registered.
Home certificate: good standing or existence
The two certificates are not identical. A certificate of existence confirms that the LLC was formed and has not been dissolved. A certificate of good standing goes further and confirms that fees and reports are current. North Dakota accepts either.
What the application does not do
The application does not register a trade name, change the registered agent of another entity, or reserve a name for future use. A name can be reserved separately for up to 12 months through the portal. Use the trade name registration if you intend to operate under a name other than your formation name.
Fees at a glance
The application is $135. The first report, due the year after authorization, is $50, making $185 across the two. Amending costs $50, replacing the agent $10, and withdrawing $20.
After approval
The Secretary of State files the application with the certificate and issues the certificate of authority. The LLC then keeps its agent, reports by November 15 and amends when facts change.
Amending the certificate
When the LLC renames itself, changes its purposes here, or finds a statement in the application was wrong, it applies for an amended certificate at $50, with a home certificate if the name changed.
Filing the LLC application
Collect the home certificate
Authenticated, good standing or existence.
Pick the LLC type
The business, farm or ranch, or professional version.
Enter the LLC and agent details
Name, home state, agent and offices.
Sign and pay
Authorized signer; $135 fee.
Keep the certificate
File it with your formation records.
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.
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 FirstStop portal, business forms list
- North Dakota Century Code, chapter 10-32.1 (Uniform Limited Liability Company Act)
- North Dakota Secretary of State, registered agents
- North Dakota Secretary of State, register a business
Need North Dakota authority?
Give us your entity type and its home state.