North Dakota Certificate of Authority · Agent requirements
Registered agent requirements for entities with a North Dakota certificate of authority
An entity with a North Dakota certificate of authority must keep a registered agent at a physical North Dakota address. Changing the agent costs $10. The entity may not appoint itself, and the agent must agree first.
Why the state wants one
The registered agent receives notices of legal action, notices and demands for the entity and passes them on. The state ties the requirement to every certificate of authority: LLCs rely on section 10-32.1-78, and the registered agents chapter, 10-01.1, covers all entity types.
Two kinds of agent
A commercial agent is listed with the Secretary of State and can be verified in the portal list; the entity need not give its address. A noncommercial agent is anyone else who qualifies, and the filing must give a complete North Dakota address for that person.
Who qualifies
For the noncommercial role: an individual who lives in North Dakota, or a North Dakota or out-of-state corporation or LLC registered with the Secretary of State that has a business office in the state. A company filling the role needs North Dakota authorization, a physical address in the state and good standing. Commercial agents can be North Dakota residents or companies with a business office here.
Not the entity itself
The company cannot be its own agent. An individual tied to the company can serve, provided he or she lives in North Dakota. For a company with nobody in the state, a commercial agent is the simple route.
Consent
Approval comes before the appointment. A business that names someone without consent risks involuntary dissolution, and the entity, not the state, keeps the proof.
Changing and resigning
The entity changes its agent by a signed statement of change, effective on filing, for $10. The agent resigns by a statement of resignation, free of charge, effective on day thirty-one, or sooner if a successor agent is named. A business with no agent must appoint a new one, or risk Not Good Standing and, for a foreign entity, revocation.
When the Secretary of State steps in
The state acts as agent for service where a foreign entity operates without a certificate, where there is no agent on file or where the agent cannot be located after reasonable effort. The filing fee for service on the Secretary of State is $25.
What commercial agents pay
A commercial agent pays $1,000 to be included in the state listing. Whatever an agent charges you is a separate arrangement.
A commercial agent in more detail
A commercial agent has filed a commercial registered agent listing with the Secretary of State. The agent may be a North Dakota resident, a North Dakota or foreign corporation registered with the Secretary of State, with an office in North Dakota, or a similar LLC. When the commercial agent changes its own address, one statement updates every business it represents. If you pick a listed agent, you do not provide its address in your filing.
A noncommercial agent in more detail
A noncommercial agent is an individual, or a company that qualifies, serving one or a few entities. The filing for a noncommercial agent must carry a complete physical North Dakota address. A company in that role must be authorized in North Dakota, have a physical address here and be in good standing, and the change fee is charged per entity.
What happens when the agent cannot be found
When an agent resigns or drops its North Dakota registration, the entity has to name a replacement. If it does not, the state can step in, and the entity may be marked Not Good Standing or, if foreign, lose its authority. Service on the Secretary of State is possible when no one can serve the agent despite reasonable effort.
Records and consent
Keep the agent's written agreement with the entity's records. The Secretary of State does not require proof of the approval to be filed, but the state says that naming an agent without approval can lead to involuntary dissolution of the business. An individual named without knowledge can contact the Secretary of State.
Choosing for your entity
Our office can be named as your agent, so legal papers arrive at a staffed address. You may also name your own agent.
Whichever you choose, keep the details current, because the state sends notices there.
Agent questions
How much does a change of agent cost?
$10.
Can an out-of-state owner act as agent?
Only if that person lives in North Dakota.
Is a PO box acceptable?
No. The registered office is a physical address.
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 Secretary of State, registered agents
- North Dakota Century Code, chapter 10-32.1 (Uniform Limited Liability Company Act)
- North Dakota Century Code, chapter 10-01.1 (Registered Agents Act)
Need North Dakota authority?
Give us your entity type and its home state.