North Dakota Certificate of Authority · Do you need one?
When a business is transacting business in North Dakota and needs a certificate of authority
A North Dakota certificate of authority costs $135 for an LLC and is needed once an out-of-state business has a store, office or shop, staff, a sales tax duty, a license need or a state contract here. Banking, internal meetings and lawsuits alone do not count; skipping the certificate can cost an LLC up to $5,000.
The state's own examples
The Secretary of State suggests you may be transacting business if you a store, office or shop in the state; employees working in the state; a liability to collect sales tax; a need for a license or permit; a state contract awarded after a successful bid. The page adds that rules vary from state to state, that the list is not complete, and that you should consult an attorney or business advisor.
What the LLC statute leaves out
Under section 10-32.1-82 a foreign LLC does not count as transacting business here solely by reason of 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 key word is "solely": each of these is safe on its own, and each can be part of a bigger picture that is not.
The corporate and nonprofit lists
Corporations get a similar list in section 10-19.1-143: proceedings; shareholder meetings and internal affairs; bank accounts; offices for the corporation's own securities; selling through independent contractors; orders that need acceptance outside the state; borrowing and security interests; collecting debts; one isolated transaction finished within thirty days. Nonprofits get a shorter one in section 10-33-136: proceedings; member meetings and internal affairs; bank accounts; borrowing and security interests; collecting debts; one isolated transaction finished within thirty days. In each, the term "transacting business" is limited to the registration chapter, and does not affect personal jurisdiction under the Rules of Civil Procedure.
Property that earns income
Each list carries the same rider: an entity that holds real or tangible personal property producing income in North Dakota counts as transacting business, whatever else it does or avoids. A rental building, a leased machine or a set of vending units qualifies even if the entity has no staff in the state.
The thirty-day rule
One deal completed within thirty days, so long as it stands apart from a stream of similar deals, is not transacting business. Think of a one-time equipment sale. If you expect repeat deals, or a project that will take longer, treat the thirty-day rule as unavailable.
Tax and other rules still apply
The statute notes that the list has no bearing on service of process, tax or regulation under other law. A business that skips the certificate under the list can still face tax or licensing rules, so ask an accountant and the licensing body for your trade.
Case: a remote worker lives in North Dakota
An employee who lives in the state and works for the entity from home counts as an employee working in the state, one of the Secretary of State's examples. Entities with even one such person should hold a certificate. A true independent contractor is different, but a contract label does not settle the question.
Case: you ship goods into the state
A corporation may rely on the exclusion for orders that need acceptance outside the state; the LLC list has no matching item. Either way the Secretary of State treats a sales tax collection duty as a sign of transacting business, so get tax advice before relying on any exclusion for shipped goods.
Case: you win a government contract
A state contract won on a bid is on the Secretary of State's list. An entity that wins one should apply for the certificate before it starts work, since the agency and the contract usually assume the supplier is authorized.
Case: you need a permit or license
An outside entity that wants any North Dakota license or permit needs a certificate of authority first, the Secretary of State says. If your trade needs a contractor license, a state board license or a similar credential, plan for the certificate first.
Case: a short job
A crew on site for a week might use the thirty-day rule. A crew on site for four months cannot. The rule is about a single transaction completed within thirty days, so repeated trips back are a pattern, not an isolated deal.
Case: professional services
Providing professional services here requires a certificate, and a professional entity must show that its practitioners are licensed by the North Dakota board. Do not assume the isolated-transaction rule excuses unlicensed practice.
If you are unsure
Applying costs $135 for an LLC and $145 for a corporation. Not applying when you should risks up to $5,000 in civil penalties and a court order, plus $1,000 per person who directed the work. When in doubt, apply. See the consequences page.
Sorted by entity list
| Activity | LLC | Corporation | Nonprofit |
|---|---|---|---|
| Defending or settling a case | Excluded | Excluded | Excluded |
| Internal meetings | Excluded | Excluded | Excluded |
| Bank accounts | Excluded | Excluded | Excluded |
| Borrowing and security interests | Excluded | Excluded | Excluded |
| Selling through independent contractors | Not an exclusion | Excluded | Not an exclusion |
| Income-producing property | Counts | Counts | Counts |
| One deal finished in thirty days | Excluded | Excluded | Excluded |
The table summarizes the statutory lists and is not advice. $199 is our charge if you decide to apply.
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.
Do-you-need-one questions
Does owning rental property in North Dakota require a certificate?
Owning property that produces income counts as transacting business.
Is a lawsuit enough?
No. Maintaining or defending a proceeding is excluded.
What is the isolated deal period?
Thirty days, and the deal must not be part of repeated deals.
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 Century Code, chapter 10-32.1 (Uniform Limited Liability Company Act)
- North Dakota Century Code, chapter 10-19.1 (Business Corporation Act)
- North Dakota Century Code, chapter 10-33 (Nonprofit Corporations)
Need North Dakota authority?
Give us your entity type and its home state.