North Dakota Certificate of Authority · From Wyoming
A Wyoming LLC applying for a North Dakota certificate of authority
A Wyoming LLC applies for a North Dakota certificate of authority for $135 with a Wyoming certificate of good standing, and keeps its Wyoming annual report, whose minimum is $60. The first year's state charges total $195.
Side by side
| Item | Wyoming | North Dakota |
|---|---|---|
| Annual charge | $60 minimum report | $50 report |
| Good standing certificate | $0 | Required with the application |
| First year together | $195 | Both states |
How a Wyoming LLC becomes foreign here
Wyoming is where the LLC was formed; North Dakota is where it works. Once the LLC has a store, staff or a state contract here, it is treated by North Dakota law as a foreign LLC that must hold a certificate.
The Wyoming certificate
Order a certificate of good standing from the Wyoming filing office, authenticated as North Dakota requires. Wyoming lists a fee of $0. The LLC must be current at home for the certificate to say so.
Two reports, two offices
Wyoming's report has a $60 minimum, and North Dakota's is $50 by November 15. They are separate bills with separate notices, so diary both.
Who acts as agent in North Dakota
A Wyoming agent does not cover North Dakota. The state needs an agent with a physical address here, and the LLC cannot be its own. For an LLC with nobody in the state, a commercial agent from the state list is the simple route.
Records North Dakota keeps
The annual report names the managers and governors, or the managing members if there are none, and a principal executive office with a street address.
A Wyoming series
A Wyoming LLC with series discloses them to North Dakota in its certificate of authority.
Wyoming certificate details
Wyoming offers a certificate of good standing through its Secretary of State. Ask for the authenticated kind that North Dakota requires, and make sure the LLC name on it matches the application letter for letter. If the certificate arrives with a different name form, ask Wyoming to correct it before you file.
A Wyoming name change
A name change means a Wyoming filing and then a North Dakota amended application, which costs $50 and needs a Wyoming certificate confirming the change. Do both close together so the records agree.
Who signs
Someone with authority signs the application for the Wyoming LLC. For a single-member LLC that is the member or the manager. Keep the written authority with the LLC records.
A short checklist for Wyoming owners
Confirm the Wyoming report is filed. Order the authenticated certificate of good standing. Pick a North Dakota agent who has agreed and, if noncommercial, has a street address here. Decide who signs. Decide whether you need a trade name. Then submit the application and note the report date in your diary. Six items, and the certificate of authority follows once the office has reviewed the filing.
Where Wyoming and North Dakota differ most
Wyoming asks little of a small LLC each year, a report with a $60 minimum. North Dakota asks for $50 and a fuller report that names managers, the agent and the business done here. The North Dakota record holds more detail about who runs the company than the Wyoming record does.
Costs over time
Authority: $135. Each later year: $50 here and the Wyoming report. Leaving North Dakota: $20.
Why Wyoming companies end up with a North Dakota filing
Wyoming is a common state of formation for holding companies and small businesses. The state of formation does not decide where a company is allowed to work. When the company's staff, property or contracts are in North Dakota, North Dakota's rules apply, and the company needs its own certificate here.
Keeping Wyoming current first
The certificate of good standing reflects the Wyoming record as of its issue date. A late Wyoming report should be filed before you request it. A certificate that cannot confirm good standing delays the North Dakota application.
North Dakota rules a Wyoming LLC must follow
Once authorized, the LLC keeps a registered agent in North Dakota continuously, files the $50 annual report by November 15 starting the year after authorization, and amends its certificate if its name or purposes change. It also files a statement of change, for $10, when it replaces the agent.
Wyoming name, North Dakota name
Use the Wyoming name on the application. If you want to trade under another name in North Dakota, register it for $25 as a trade name, valid for 5 years. The Secretary of State decides name availability by whether a name is distinguishable on the record from names on file.
The totals in plain numbers
Authority costs $135. Wyoming's minimum annual report adds $60, for $195 in the first year. Each later year costs $50 in North Dakota plus the Wyoming report. If the LLC leaves, withdrawal is $20.
What happens without the certificate
A Wyoming LLC working in North Dakota with no valid certificate can be fined up to $5,000, with up to $1,000 more per responsible individual, while a court must bar its business until it complies. The consequences page explains.
Next steps
Make sure Wyoming's report is filed, order the certificate, choose the agent and file. We do the North Dakota filing for $199.
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.
Wyoming-formed LLC questions
What does a Wyoming LLC pay North Dakota?
$135 for the certificate of authority.
What is the Wyoming minimum?
$60.
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
- Wyoming Secretary of State, Business Division fee schedule
- North Dakota Century Code, chapter 10-32.1 (Uniform Limited Liability Company Act)
- North Dakota Secretary of State, registered agents
- North Dakota Century Code, chapter 10-01.1 (Registered Agents Act)
- North Dakota Secretary of State, register a business
Need North Dakota authority?
Give us your entity type and its home state.