North Dakota Foreign LLC Registration (How-to Guide)

Thinking about expanding your business into North Dakota? You’re in the right place!

Registering your foreign LLC might sound daunting, but I am here to simplify it for you.

This step-by-step guide covers everything you need to know to get your LLC up and running smoothly in the Peace Garden State.

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North Dakota Foreign LLC Requirements

1. Certificate of Good Standing

To register your foreign LLC in North Dakota, you must obtain a Certificate of Good Standing (or its equivalent) from the state where it was initially formed. This certificate proves that your LLC complies with state laws and is authorized to do business.

It ensures that your company is in good standing and has fulfilled all necessary requirements in its home state.

2. North Dakota Registered Agent

Every foreign LLC operating in North Dakota must appoint a registered agent within the state. A registered agent is a person or business entity responsible for receiving legal documents and official notices on behalf of your LLC.

This role is crucial for maintaining compliance with state requirements and ensuring your business can be contacted for legal matters. Choosing a reliable registered agent helps your business stay organized and responsive to official communications.

3. Business Identity

Once your business is established in North Dakota, it is essential to establish a strong and localized digital presence. This will help you connect with the local market and build your business’s identity.

A robust online presence makes your business appear more trustworthy and professional, even if you’ve only just started offering your products or services in the state.

Investing in a quality website, engaging in local SEO, and maintaining active social media profiles can significantly enhance your business’s reputation and visibility.

4. Certificate of Authority Application

To legally operate your foreign LLC in North Dakota, you must file a Certificate of Authority Foreign Limited Liability Company Application with the North Dakota Secretary of State.

The application typically requires the following information:

• LLC’s legal name
• State or jurisdiction where the LLC was originally formed
• Date of the LLC’s formation
• Principal office address
• North Dakota registered agent’s name and address
• Duration of the LLC (if not perpetual)
• Business purpose
• Name and address of each LLC member or manager
• Certificate of Good Standing from the LLC’s home state

This application and a $135 filing fee authorize your LLC to conduct business in the state. This step ensures your LLC complies with North Dakota laws and can legally offer its services or products within the state.

You can file your Certificate of Authority Application online through North Dakota’s FirstStop.

How to Form a Foreign LLC in North Dakota State

Step 1. Selecting Your Business Name (new or existing)

Before starting the registration process, you must ensure your LLC’s name is available in North Dakota. Check the North Dakota Secretary of State’s business name database here to see if your preferred name is already used.

If your LLC’s name is taken, you must choose an alternative name that complies with North Dakota naming rules. This ensures that your business name is unique and distinguishable from existing businesses in the state.

Step 2: Obtain a Certificate of Good Standing

To prove that your LLC is in good standing and authorized to do business, you must obtain a Certificate of Good Standing (or its equivalent) from the state where it was originally formed.

This certificate verifies that your LLC has met all its legal obligations in its home state. It is a crucial document that demonstrates your business is compliant and authorized to operate outside its home state.

Step 3. Appointing a North Dakota Registered Agent (I use Northwest)

Every foreign LLC must have a registered agent in North Dakota. A registered agent is responsible for receiving legal documents, such as service of process and official notices, on behalf of your LLC.

This ensures that your business stays informed about legal matters and complies with state requirements.

I recommend using Northwest Registered Agent because they can assist you in forming your LLC.

Click here to learn why Northwest Registered Agent is a top choice.

Step 4: Launch Your Business Identity

Once your LLC is established in North Dakota, it is important to build a strong local presence. Establishing a robust digital identity helps you connect with potential customers and create a professional image.

This involves setting up a quality website, engaging in local SEO practices to improve online visibility, and maintaining active social media profiles. A strong business identity helps build trust and credibility with your new North Dakota audience.

Step 5: Complete the Certificate of Authority Application

To officially operate your foreign LLC in North Dakota, complete the Certificate of Authority Application.

This application must be filed with the North Dakota Secretary of State and includes the following information:

• Federal Identification Number (EIN)
• LLC’s legal name
• Name of LLC in North Dakota (if your original name is unavailable)
• Jurisdiction where the LLC was formed
• Purpose of your business
• The principal address of the LLC in its home state
• Business address in North Dakota (if applicable)
• Names and addresses of managers or governors (if applicable)
• Name and street address of the registered agent in North Dakota
• Date of expiration in the home state jurisdiction (if applicable)
• Signature of an authorized person on behalf of the LLC
• Signature of the registered agent

You can file this form either in person or by mail. The filing fee is $135.

Step 6: Find Your Certificate of Authority Online

After submitting your application, you can track the status of your Certificate of Authority online. Visit the North Dakota Secretary of State’s website to check for updates and confirm when your application has been processed and approved.

How long does this take?

Processing times in North Dakota can take up to 30 days, so you may experience a wait before receiving your Certificate of Authority.

Registration Fee – How Much Does a Foreign LLC in North Dakota Cost?

A $135 registration fee is charged to register a foreign LLC in North Dakota. This fee must be paid when you submit your Certificate of Authority application to the North Dakota Secretary of State.

The registration fee covers the administrative costs of processing your application and granting your LLC the authority to conduct business within the state. A one-time fee ensures your LLC complies with North Dakota’s legal requirements for foreign entities.

Additionally, it’s important to budget for any other potential costs that might arise during the registration process.

While the registration fee is the primary expense, you should also consider costs associated with obtaining a Certificate of Good Standing from your home state and hiring a registered agent if you choose to use a professional service. These additional expenses can vary depending on your home state and the services you select.

When registering your LLC, you must select a registered agent with a physical address in North Dakota to manage legal documents. This service typically costs between $200 and $1,000. However, I recommend looking for a registered agent that charges under $100. For more details, click here.

Does a North Dakota foreign LLC need to file a Certificate of Organization?

No, a North Dakota foreign LLC must not file a Certificate of Organization. Instead, it must file a Certificate of Authority to operate in North Dakota legally. The Certificate of Authority allows your LLC, which was formed in another state, to conduct business within North Dakota.

This document includes information about your LLC and authorizes it to operate in the state, ensuring compliance with North Dakota’s regulations for foreign entities.

How are Foreign Entity LLCs in North Dakota taxed?

Foreign LLCs operating in North Dakota are subject to the same tax obligations as domestic LLCs. This means that you must pay all applicable North Dakota state taxes, including any income or franchise taxes that may apply.

The state treats foreign LLCs similarly to local LLCs, ensuring that all businesses contribute their fair share to state revenues. This level playing field helps maintain a consistent regulatory environment for businesses operating within North Dakota.

By default, your LLC will be taxed as a pass-through entity. This tax structure means that the LLC does not pay federal income taxes. Instead, the business’s profits and losses “pass through” the company and are reported on the individual tax returns of its members.

This setup can simplify tax reporting for many LLCs. However, if your LLC prefers to be taxed as a corporation, you can opt for this classification by filing the appropriate forms with the IRS.

This decision can impact how your LLC is taxed at the federal and state levels, so it’s important to consider your business’s financial situation and consult a tax advisor.

FAQs on North Dakota Foreign LLC Registration

Can I Be My Registered Agent for My North Dakota LLC?

Yes, you can serve as your own registered agent for your North Dakota LLC, provided you have a physical address in North Dakota where you can receive legal documents and official notices during business hours. Many LLC owners hire a registered agent service to ensure they remain compliant with state requirements and maintain privacy.

Why Hire a North Dakota Registered Agent Service?

Hiring a North Dakota registered agent service can offer several benefits. A professional registered agent ensures that your LLC receives important legal documents and official notices promptly. This service helps you avoid missing critical paperwork and allows you to keep your personal address confidential. It also ensures compliance with state regulations and can assist with handling legal correspondence efficiently.

How Can I Withdraw My North Dakota Foreign LLC?

To withdraw your North Dakota foreign LLC, you must file a Certificate of Withdrawal with the North Dakota Secretary of State. This form officially ends your LLC’s authority to do business in the state. Before submitting your withdrawal request, address any outstanding obligations, such as taxes or fees.

Is a Physical Presence Required in North Dakota to Form an LLC as a Foreigner?

No, you do not need a physical presence in North Dakota to form an LLC as a foreigner. You can register your foreign LLC without being physically present in the state. However, you must appoint a registered agent with a physical address in North Dakota to receive official documents and legal notices on behalf of your LLC.

How Do I Amend a Foreign LLC in North Dakota?

To amend a foreign LLC in North Dakota, you must file an Amendment to the Certificate of Authority with the North Dakota Secretary of State. This document updates changes to your LLC’s name, business address, or other significant details. Ensure all relevant information is updated with your registered agent and other necessary state agencies.

What Does It Mean to Do Business in North Dakota?

“Doing business” in North Dakota refers to engaging in activities that constitute operating or conducting business within the state. This includes having a physical presence, such as an office or employees, actively soliciting business, entering into contracts, or selling goods and services in North Dakota.

Does a Foreign LLC Have to File an Annual Report in North Dakota?

Yes, a foreign LLC must file an annual report in North Dakota. Your report is due annually on or before November 15, starting from the year following your LLC’s registration in North Dakota. The filing fee is $50.