How to Form an LLC in North Dakota
This guide to starting an LLC in North Dakota provides step-by-step instructions on filing formation documents, obtaining tax IDs, and setting up company records.
Overview
LLCs are the most popular business structure because they are inexpensive to form, provide flexibility to the owners, and are easy to run. Forming your LLC legally establishes your business, limits your personal liability, and gains tax flexibility. The following step-by-step will help you as you undertake this process.
Fast Facts: Your Budget and Timeline
Here is an overview of the total paperwork, cost, and time it takes to form an LLC in North Dakota. Be sure to read the final step in this guide - "Ongoing Filings" - to understand your ongoing costs to maintain a compliant North Dakota LLC.
- Form SFN-58701: North Dakota Business or Farming Limited Liability Company
- Operating Agreement
- IRS Form SS-4: Obtain an EIN
- Formation: $135
- Formation: ~30 days. No expedite options available.
Step-by-Step North Dakota LLC Instructions
-
Check Name Availability
The legal name of your LLC may not conflict with any other registered name. Check availability of your desired name by conducting a name search.
Name Search: North Dakota Secretary of State
Name searchName Reservation: Optional Suffix: Must contain the words "limited liability company", or must contain the abbreviation "L.L.C." or the abbreviation "LLC"; Must be expressed in letters or characters used in the English language as those letters or characters appear in the American standard code for information interchange (ASCII) table.
N.D.C.C. 10-32.1-11 -
Appoint a Registered Agent
Before you officially file to create your North Dakota LLC, you will need to decide who your North Dakota registered agent will be. A registered agent is a business's legal appointee to receive notice of lawsuit and other legal or government notices.
State law requires every LLC to have a registered agent. The registered agent is designated when you file North Dakota articles of organization with the North Dakota Secretary of State.
Our reliable registered agent service fulfills this requirement. You get:
- Same-day documents from our local office in Fargo
- Immediate online access to state forms with our address and, where required, our signature
- Annual fees from $89 to $99 per state with no additional charges
-
File North Dakota Certificate of Formation
-
Establish Company Records
Your LLC must keep correct and complete books and records. Your filed articles of organization are the first documents for your LLC’s records. Your LLC will generate many other official records such as:
- Meeting minutes
- Operating agreement
- EIN verification letter
- Amendments and other filings made to the LLC throughout its lifetime
Organizations need a secure, centralized tool for managing and accessing sensitive records. Our Records Manager software offers a simple, efficient way for LLCs to store records, track members and managers, and customize meeting notifications.
-
Create the Operating Agreement
Draft an Operating Agreement (potentially using a template) which is the governing document for the LLC. It defines the formalities of how the LLC will run itself such as holding an annual meeting. You will review and adopt the agreement at your organizational meeting.
-
Hold the Organizational Meeting
The first meeting of the members of the LLC is the organizational meeting. You will need your filed articles of organization and your operating agreement in order to conduct this meeting. Keep minutes of this meeting and store them in your company record book.
-
Get a Federal Employer Identification Number (EIN)
If your LLC has more than one member or will hire employees, it must obtain an EIN. An EIN is also often required to open a bank account.
Agency: Internal Revenue Service (IRS) Form: Filing Method: Mail, phone, fax, or online.
IRS fee: $0
Turnaround: Immediately online or by phone. 4 business days by fax. 4-5 weeks by mail.
Notes: The IRS website is only available during certain hours. Print your EIN before closing your session. For additional guidance, see IRS Pub 1635: Understanding Your EIN.
-
Get North Dakota State Tax Identification Numbers/Accounts
In North Dakota, a general business registration is not required. Simply register for applicable state taxes.
- More information:
- North Dakota Office of State Tax Commissioner
http://www.nd.gov/tax/
Use left-hand navigation to explore ND state taxes that might apply to your LLC.
If your organization will sell goods that require collection of sales tax, you must obtain a sales tax license.
- Submit to:
- North Dakota Office of State Tax Commissioner
http://www.nd.gov/tax/ - Form:
- Application to Register for Income Tax Withholding and Sales and Use Tax Permit
- Fee:
- $0
- Filing Method:
-
Consider Electing S-Corp or C-Corp Taxation
By default, your LLC receives pass-through taxation and the vast majority of LLCs keep this tax classification. Some LLCs benefit from electing S-Corp or C-Corp tax treatment:
- S-Corp treatment can help owner-employees who earn more than ~$75,000 per year save on self-employment taxes. File Form 2553: S-Corp Election.
- C-Corps suffer from double taxation: the corporation pays taxes on profits then members pay taxes on their distributions. If profits exceed $250,000 per owner, you provide employee benefits, or you will re-invest most of your profit in the business, you may benefit from the low tax rates on retained earnings under C-Corp treatment. File Form 8832: C-Corp Election.
-
Obtain Business Licenses & Permits
To run your business legally, you must obtain applicable licenses and permits. The easiest way to navigate the wide range of federal, state, and local requirements is to search by your business type and locality using the Small Business Administration Business License & Permit look-up tool.
North Dakota Business License
Not required
General Business License licensure is not required on the State level in North Dakota.
North Dakota does not have a general business license at the state level, but local licenses are often required.
-
Ongoing Filings to Maintain Your LLC
You must file federal and state tax returns.
Many states also require business entities to file an annual report to maintain good standing with the secretary of state. If an annual report is required for LLCs formed in North Dakota, view the table below.
Domestic North Dakota Corporation Annual Report Requirements:
For more details, see our North Dakota annual report information center page.
As your LLC grows, you will need to demonstrate your company’s good standing to banks, customers, and other state agencies. After all the work involved in forming your North Dakota LLC, don’t let a missed annual report filing cause your new business to fall out of compliance.
Tracking and filing annual reports on your own can be time consuming and lead to accidental lapses. Protect your LLC’s good standing with Managed Annual Report Service, which tracks and automatically files reports on time, every time, so you can focus on your business.
Helpful Tools
LLC, C-Corp, or S-Corp?
Choose which one is right for you.
Limiting Your Liability
Do you need liability insurance, limited liability protection, or both?
Welcome to Our Community
We're committed to publishing free informational resources such as this how-to guide. Our resources have been shared by important industry organizations including:
