How to Start a Corporation in North Dakota

Starting a corporation in North Dakota is straightforward if you know the requirements. Unlike some states, North Dakota keeps the process simple, with clear filing rules and reasonable fees. This guide walks you through each step, from preparation to final filing.

What You'll Need Before You File

Gather these materials before you begin the incorporation process.

• A corporate name that meets North Dakota rules and is available for registration.
• Articles of Incorporation form (completed with your business details).
• A registered agent with a physical North Dakota address who will receive legal documents on your behalf.
• Information about directors (names and addresses; you need at least one).
• Filing fee of $100 (the current fee for filing Articles of Incorporation with the North Dakota Secretary of State).
• An EIN (Employer Identification Number) from the IRS if your corporation will have employees or operate as a C corporation for tax purposes.

Step 1: Choose and Check Your Corporate Name

Your corporation name must comply with North Dakota law. Under NDCC 10-19.1-4, the name must include the word "corporation," "incorporated," "company," "limited," "corp.," "inc.," "co." or "ltd." It cannot use words like "bank" or "trust" unless you have the proper license.

Most importantly, your name must be distinguishable from every other registered business name in the North Dakota Secretary of State records. This includes other corporations, LLCs, limited partnerships, and reserved or registered fictitious names.

Search available names free at the North Dakota Secretary of State business search portal: https://firststop.sos.nd.gov/search/business. Type in your proposed name and check the results. If the name is available, you can reserve it for 12 months by paying a $10 reservation fee, or proceed directly to filing.

Tip: Search variations of your name (different word order, abbreviations, similar wording) to avoid conflicts later. A name that looks available might be too close to an existing registration and could be rejected.

Step 2: Appoint a Registered Agent

North Dakota law requires every corporation to have a registered agent. This person or entity receives service of legal documents and notices on behalf of your corporation.

Your registered agent must be one of these:

• An individual residing in North Dakota.
• A North Dakota corporation or LLC registered with the Secretary of State.
• An out-of-state corporation or LLC registered with the Secretary of State that has a business office in North Dakota.

You cannot be your own registered agent. Many small business owners hire a commercial registered agent service ($50 to $300 per year) to handle this role professionally. If you choose a person you know, confirm they are willing to accept the responsibility and have a North Dakota address.

Your registered agent information goes directly in your Articles of Incorporation, so have this settled before drafting that document.

Step 3: Draft Your Articles of Incorporation

Your Articles of Incorporation is the legal document that officially creates your corporation. It is filed with the North Dakota Secretary of State under NDCC 10-19.1-2.02.

Your Articles must include:

• Your corporation's name (exactly as you want it registered).
• The number of shares your corporation is authorized to issue.
• The street address of your registered office in North Dakota.
• The name of your registered agent.
• The name and address of each incorporator (person filing the Articles; can be you or a representative).

You may also add optional provisions about the corporation's purpose, your director structure, and any special rules you want in place. However, the minimum requirements above are sufficient to incorporate.

The North Dakota Secretary of State does not provide a mandatory form, but you can download a sample Articles template from their website or use the FirstStop portal's built-in template. Many small business owners use a simple one-page document that covers the required information.

Tip: Keep your Articles basic when you start. You can always amend them later if you need to change the number of authorized shares or add provisions.

Step 4: File Through the FirstStop Portal

The North Dakota Secretary of State accepts filings through FirstStop, an online filing system at https://firststop.sos.nd.gov/. This is the fastest and most reliable way to incorporate.

Here is the filing process:

1. Go to https://firststop.sos.nd.gov/ and create an account if you do not have one already.
2. Select "File a Document" and choose "Articles of Incorporation" for a new corporation.
3. Fill in your business information exactly as you drafted it.
4. Upload or paste your completed Articles of Incorporation.
5. Review your filing for accuracy. Errors can cause rejection and delays.
6. Pay the $100 filing fee using a credit card or bank account.
7. Submit your filing.

After submission, you will receive a confirmation email with a filing number. Keep this for your records. The Secretary of State reviews your filing and either approves it or sends you a rejection notice if changes are needed.

Processing time is not officially guaranteed by the Secretary of State, but most FirstStop filings are processed in about 5 business days. During peak seasons or if errors are found, processing may take longer. If you need faster approval, contact the North Dakota Secretary of State Business Services office at (701) 328-2900 to ask about your specific filing, but no expedited service option is advertised.

Step 5: Get an EIN from the IRS

Once your Articles are approved and filed, you need an EIN (Employer Identification Number) from the IRS. This is your corporation's tax ID number, required if you have employees or operate as a C corporation.

You can apply for an EIN free online at https://www.irs.gov/ein. The application takes about 15 minutes, and the IRS issues your EIN immediately upon approval. If you prefer, you can apply by phone at 1-800-829-4933 or by mail using Form SS-4.

If you are the only owner and plan to operate as an S corporation or sole proprietorship for tax purposes, an EIN is optional but recommended.

Step 6: Obtain a Sales Tax Permit (If Applicable)

If your corporation will make taxable sales in North Dakota, you must get a North Dakota sales and use tax permit from the Office of State Tax Commissioner. North Dakota's state sales tax rate is 5 percent, though local jurisdictions may add additional taxes.

Apply for your sales tax permit through ND TAP at https://tap.tax.nd.gov/?Link=Application. The application is online and free. You should apply about 30 days before you open for business to allow time for approval. No separate state business license is required for most businesses.

Common Mistakes to Avoid

Using an unavailable name. Submitting a name that conflicts with an existing registration will result in rejection. Always search first and reserve if unsure.

Forgetting your registered agent. Your Articles must include a registered agent. This cannot be skipped and cannot be you. If you name someone without their consent, they can object and cause complications.

Incomplete or incorrect Articles. Typos in your registered office address, agent name, or incorporator information can cause delays or rejection. Proofread multiple times before submitting.

Confusing corporation with LLC. A corporation and an LLC are different legal structures with different tax and liability rules. Make sure you want a corporation (C or S) before filing. If you want an LLC instead, you will file Articles of Organization, not Articles of Incorporation.

Not obtaining your EIN promptly. Without an EIN, you cannot open a business bank account, hire employees, or file certain tax forms. Apply immediately after incorporation.

Skipping the sales tax permit. If you make taxable sales and operate without a permit, you may face penalties. Apply even if you are not sure you need one; applying costs nothing and protects you.

What to Expect After Incorporation

Once your Articles of Incorporation are filed and approved, your corporation legally exists as a separate entity. You have personal liability protection, separate from your business debts and lawsuits.

After incorporation, you will need to:

• Hold a first board meeting to adopt bylaws, elect officers, and authorize business activity.
• Obtain business insurance to protect your assets (not required by law but strongly recommended).
• Open a separate business bank account using your EIN and Articles as proof of incorporation.
• Keep corporate records including bylaws, meeting minutes, and stock certificates (required for liability protection).
• File annual reports. North Dakota requires corporations to file a Business Corporation Annual Report by August 1 each year. The fee is $25.

North Dakota imposes no franchise tax or separate corporate privilege tax, so you only owe the annual report fee and standard income tax.

Ongoing Compliance and Filing Deadlines

Your incorporation is not a one-time task. Annual compliance keeps your corporation in good standing.

• Annual Report Due: August 1 each year. File through FirstStop for a $25 fee. Late reports incur a $50 penalty plus potential reinstatement fees if the corporation is dissolved.
• Registered Agent: Update this information promptly if your agent changes. File a Statement of Change of Registered Agent and Office for a $10 fee.
• Tax Returns: Corporate income tax is graduated: 1.41 percent on the first $25,000 of North Dakota taxable income, 3.55 percent from $25,000 to $50,000, and 4.31 percent above $50,000. File your return with the North Dakota Office of State Tax Commissioner by April 15 each year.

When to Consult a Professional

This guide covers the basic filing process for a standard North Dakota corporation. However, you should consult a North Dakota attorney or CPA if:

• Your corporation will have multiple owners or complex ownership structures.
• You are unsure whether a corporation, LLC, or another structure is right for your business.
• You need custom bylaws or special provisions in your Articles.
• You want tax planning advice on C corporation versus S corporation elections.
• Your business involves regulated industries (banking, insurance, professional services).

An attorney can review your Articles, register your agent properly, and make sure your incorporation aligns with your business goals and tax strategy. A CPA can advise you on ongoing tax obligations and quarterly payments.

Resources

• North Dakota Secretary of State: https://www.sos.nd.gov/
• FirstStop Filing Portal: https://firststop.sos.nd.gov/
• Business Search: https://firststop.sos.nd.gov/search/business
• IRS EIN Application: https://www.irs.gov/ein
• North Dakota Sales Tax Permit: https://tap.tax.nd.gov/?Link=Application
• North Dakota Office of State Tax Commissioner: https://www.tax.nd.gov/
• North Dakota Small Business Development Centers: https://und.edu/ndsbdc/index.html
• U.S. Small Business Administration North Dakota District: https://www.sba.gov/district/north-dakota

Final Thoughts

Incorporating a business in North Dakota takes planning but is straightforward when you know the steps. The total cost to file is $100 (plus $10 if you reserve a name first), and the process can be completed in about a week through FirstStop. After filing, annual compliance is minimal: one $25 report per year and standard tax filings.

The main benefit of incorporation is personal liability protection: creditors and lawsuits target the corporation, not your personal assets. That protection is valuable enough to justify the small upfront cost and annual maintenance. Follow the steps in this guide, keep your registered agent information current, and file your annual reports on time, and your North Dakota corporation will remain in good standing for years to come.

Disclaimer: This article is informational only and does not constitute legal or tax advice. Corporation laws change, and your specific situation may have requirements not covered here. Before incorporating, consult a qualified North Dakota attorney or CPA to ensure you are making the right decision for your business.