North Dakota Certificate of Authority

What is a North Dakota certificate of authority?

Companies are required to register with the North Dakota Secretary of State before doing business in North Dakota. Businesses that are incorporated in another state will typically apply for a North Dakota certificate of authority. Doing so registers the business as a foreign entity and eliminates the need to incorporate a new entity.

Operating without a certificate of authority may result in penalties or fines. In addition to the state’s requirements, licensing agencies, banks, and vendors will often request a certificate of authority.

When do I need a certificate of authority?

The most common reasons for applying for a certificate of authority include:

• Opening an office or physical location within the foreign state
• Hiring an employee who resides within the state
• Before beginning a contract or a job in a new state
• A vendor or bank’s requirements
• Licensing authority requirements

How do I get a North Dakota certificate of authority?

To obtain your North Dakota Certificate of Authority, you will submit an Application for Certificate of Authority, along with required certificates or certified copies from your home state. You will need to appoint a registered agent in order for your filing to be approved. Be sure to follow the state’s instructions carefully, as they can reject a document for the smallest error.

For Foreign Corporations:

Agency:	North Dakota Secretary of State
Form:	Foreign Business Corporation Certificate of Authority Application
Agency Fee:	$145
Law:	ND Cent Code § 10-19.1-134
Certified Copy Requirement:	Certified copies not required.
Certificate of Good Standing Requirement:	Certificate of existence, or certificate of good standing, dated within 90 days.

For Foreign Limited Liability Companies:

Agency:	North Dakota Secretary of State
Form:	Foreign LLC Certificate of Authority Application
Agency Fee:	$135
Law:	ND Cent Code § 10-32.1-74
Certified Copy Requirement:	Certified copies not required.
Certificate of Good Standing Requirement:	Certificate of existence, or certificate of good standing, dated within 90 days.

For Foreign Nonprofit Corporations:

Agency:	North Dakota Secretary of State
Form:	Foreign Nonprofit Corporation Certificate of Authority Application
Agency Fee:	$50
Law:	ND Cent Code § 10-33-127
Certified Copy Requirement:	Certified copies not required.
Certificate of Good Standing Requirement:	Certificate of existence, or certificate of good standing, dated within 90 days.

For Foreign Professional Corporations:

Agency:	North Dakota Secretary of State
Form:	Foreign Professional Corporation Certificate of Authority Application
Agency Fee:	$145
Law:	ND Cent Code § 10-31-13.1
Certified Copy Requirement:	Certified copies not required.
Certificate of Good Standing Requirement:	Certificate of existence, or certificate of good standing, dated within 90 days.

For Foreign Limited Liability Partnerships:

Agency:	North Dakota Secretary of State
Form:	Foreign LLP Registration
Agency Fee:	$60
Law:	ND Cent Code § 45-22-19
Certified Copy Requirement:	Certified copies not required.
Certificate of Good Standing Requirement:	Certificate of existence, or certificate of good standing, dated within 90 days.

For Foreign Nonprofit LLCs:

Agency:	North Dakota Secretary of State
Form:	Foreign LLC Certificate of Authority Application
Agency Fee:	$40
Law:	ND Cent Code § 10-36
Notes:	Use the LLC certificate of authority application. Write in "Nonprofit LLC" for the type of LLC and write "10-36" near the top of the application where the other legal citations exist.
Certified Copy Requirement:	Certified copies not required.
Certificate of Good Standing Requirement:	Certificate of existence, or certificate of good standing, dated within 90 days.

What do I need from my home state?

In order to obtain a North Dakota Certificate of Authority, you must also submit:

• Limited Liability Company: Certificate of existence, or certificate of good standing, dated within 90 days.
• Corporation: Certificate of existence, or certificate of good standing, dated within 90 days.
• Nonprofit Corporation: Certificate of existence, or certificate of good standing, dated within 90 days.

What is a registered agent?

A registered agent receives service of process and government notices on behalf of your business. When you prepare your North Dakota Certificate of Authority application, you must list a registered agent with a physical address within the state (P.O. Boxes are not allowed).

Many businesses do not have an individual or physical address in a new state. Listing our local registered agent address on your certificate of authority application meets the state’s requirements. Additionally, you get same day document scanning from our local office in all 50 states and DC. Our registered agent service is a flat rate of $99 per year, and you can easily add our service to any certificate of authority order.

What is the contact information for the state?

North Dakota Secretary of State

Mailing Address:
600 E. Boulevard Ave. Dept. 108, 1st Floor
Bismarck, ND 58505

Phone: 701-328-2900 Toll Free: 800-352-0867 TTY: 800-366-6888
Fax: 701-328-0106

Website: http://www.nd.gov/sos/
Name Search: https://firststop.sos.nd.gov/search/business
Forms: http://sos.nd.gov/business/business-services
Online Filing: https://firststop.sos.nd.gov/
Email: sosbir@nd.gov