How to Start an LLC in North Dakota

Forming an LLC in North Dakota is a straightforward paperwork process once you know the exact order of operations. This guide walks through how to start an LLC in North Dakota step by step: what the Secretary of State requires, what it costs, and what you need to do after your Articles of Organization are filed. North Dakota LLC formation runs through the Secretary of State's Business Services Division and its online FirstStop portal, and most filers can complete the core filing in a single sitting.

What You'll Need Before You Start

Gather these before you sit down to file so you aren't stopping mid-application to go look something up.

• A compliant LLC name that contains "limited liability company" or an abbreviation such as "LLC" or "L.L.C.," and does not contain restricted words like "corporation," "incorporated," or "limited partnership."
• A North Dakota registered agent with a physical street address in the state, either an individual resident or a business entity authorized to act as an agent.
• A principal office address for the LLC.
• Names and addresses of the organizer(s) and members or managers.
• $135 for the Articles of Organization filing fee, payable through the FirstStop portal.
• An account on FirstStop, the Secretary of State's online filing system.
• An EIN application ready to submit to the IRS once your LLC is approved (free, done directly at irs.gov).

Step 1: Choose a Compliant LLC Name

Under North Dakota Century Code 10-32.1-11, your LLC name must include the words "limited liability company" or an abbreviation like "L.L.C." or "LLC." It cannot contain "corporation," "incorporated," "limited partnership," "limited liability partnership," "limited liability limited partnership," or their abbreviations, and it cannot use "limited" or "company" on their own unless they're paired with the required LLC wording. The name also can't imply a business purpose the LLC isn't actually organized for.

More practically, your name has to be distinguishable in the Secretary of State's records from every other registered domestic or foreign LLC, corporation, limited partnership, LLP, and LLLP already on file, as well as from reserved names and registered trade names, trademarks, or service marks. Search the FirstStop business name database before you fall in love with a name.

If you've found the right name but aren't ready to file yet, North Dakota lets you reserve it for $10. The reservation lasts 12 months and can be renewed for successive 12-month periods, which is useful if you're still lining up a registered agent or partners.

Step 2: Appoint a North Dakota Registered Agent

Every North Dakota LLC must maintain a registered agent with a physical address in the state (a P.O. box alone won't work). The agent can be an individual who resides in North Dakota, or a North Dakota or out-of-state corporation or LLC that is itself registered with the Secretary of State and maintains a business office in North Dakota. Your LLC cannot act as its own registered agent.

Get the agent's consent before you name them on your filing. Failure to maintain a valid, consenting registered agent can eventually lead to involuntary dissolution. If you need to change your agent or their address later, that's a $10 filing. Commercial registered agent companies typically charge somewhere between $100 and $300 per year for the service, on top of the $1,000 fee they pay the state to be listed as a commercial agent.

Tip: if you have a reliable North Dakota street address and don't mind your name being on the public record, acting as your own registered agent (through a member, not the LLC itself) saves the annual fee. If privacy matters or you travel often, a commercial agent is worth the cost.

Step 3: File Your Articles of Organization

This is the step that legally creates your North Dakota LLC. Articles of Organization are filed under North Dakota Century Code Chapter 10-32.1 (the Uniform Limited Liability Company Act), through the FirstStop portal at firststop.sos.nd.gov. The filing fee is $135.

You'll need to provide the LLC's name, its registered agent and registered office address, the principal office address, and organizer information. The Secretary of State does not publish a guaranteed processing time on its LLC or start-a-business pages. Third-party sources commonly cite around 5 business days for FirstStop filings, stretching longer during peak season, but that figure isn't confirmed on any state page, so confirm current timing by calling Business Services at (701) 328-2900 if your timeline is tight. There's no published expedited filing option in North Dakota, so build the uncertainty into your plans if you're racing a deadline.

Step 4: Draft an Operating Agreement

North Dakota doesn't require you to file an operating agreement with the state, but you should still write one. This internal document spells out ownership percentages, how profits and losses are allocated, management structure (member-managed or manager-managed), voting rights, and what happens if a member wants to leave or the LLC needs to dissolve. Banks often ask to see it before opening a business account, and it's the document that will settle disputes between members if things ever get contentious.

Step 5: Get an EIN from the IRS

An Employer Identification Number (EIN) is a free nine-digit number from the IRS that works like a Social Security number for your business. You'll need one to open a business bank account, hire employees, and file federal taxes, even if you're a single-member LLC with no employees. Apply directly through the IRS website; it takes a few minutes online and there's no legitimate reason to pay a third party for this step.

Step 6: Handle North Dakota Tax Registrations

North Dakota has no franchise tax and no separate LLC privilege tax. The state's only recurring charge on the LLC itself is the annual report fee (covered in Step 7). How your LLC's income gets taxed depends on how you're classified:

• Default pass-through taxation: profits flow through to the members, who pay North Dakota individual income tax at graduated rates of 0%, 1.95%, or 2.50% depending on income bracket.
• If you elect C corporation tax treatment: the LLC pays North Dakota's corporate income tax, which is graduated at 1.41% on the first $25,000 of taxable income, 3.55% on the amount between $25,000 and $50,000, and 4.31% above $50,000.

If your business sells taxable goods or services, you'll also need a sales and use tax permit from the North Dakota Office of State Tax Commissioner. Apply through ND TAP roughly 30 days before you open, since North Dakota's state sales tax rate is 5% and local jurisdictions can add more on top.

North Dakota doesn't issue a general statewide business license, so most LLCs won't need one just to exist. The exception that catches people off guard is construction: if a job's cost, value, or price exceeds $4,000, whoever does the work needs a North Dakota contractor license, ranging from $100 for Class D (jobs up to $100,000) to $450 for Class A (over $500,000), renewed annually by March 1. If you're operating under a name different from your LLC's legal name, you'll also need a trade name registration ($25 to register, renewable every 5 years).

Step 7: File Your Annual Report

North Dakota LLCs must file an annual report to stay in good standing. For most business LLCs and PLLCs, it's due November 15 every year; farming, ranching, or authorized livestock farm LLCs file by April 15 instead. The fee is $50.

Miss the due date and North Dakota Century Code 10-32.1-92 tacks on a $50 late fee. Let it lapse long enough and your LLC gets administratively terminated, which means a $135 reinstatement fee to bring it back. Put the deadline on a calendar with a reminder well before it hits; this is the single most common way an otherwise healthy North Dakota LLC ends up with an unnecessary penalty.

Common Mistakes to Avoid

• Forgetting the annual report. Formation is a one-time event, but the annual report is forever. Set a recurring reminder for November 15 (or April 15 for farm and ranch LLCs).
• Naming your LLC before checking the FirstStop database. A name that's merely similar to an existing one will get your filing rejected, costing you time.
• Skipping the operating agreement because North Dakota doesn't require filing one. Without it, state default rules govern your LLC, which may not match what the members actually intended.
• Assuming you need a general state business license. North Dakota doesn't issue one, but industry-specific licenses (contractor work over $4,000, alcohol, professional services) still apply and are easy to overlook.
• Naming the LLC as its own registered agent. This isn't allowed under North Dakota law, and filings with this error get bounced back.

North Dakota LLC Costs at a Glance

Item	Cost
Articles of Organization filing	$135
Name reservation (optional, 12 months)	$10
Annual report	$50 per year
Late annual report fee	$50
Reinstatement after termination	$135
Trade name (DBA) registration	$25
Registered agent change filing	$10
EIN from the IRS	Free

Confirm any fee not listed here directly on the North Dakota Secretary of State site before you file, since fee schedules can change.

What to Expect After Filing

Once your Articles of Organization are accepted, your LLC generally exists as a legal entity from that point forward, and you should typically be able to search for it in the FirstStop business database shortly after approval. Most filers report being able to open a business bank account within a few days of receiving their approved filing and EIN, though bank-specific documentation requirements can vary. Your first annual report obligation begins the calendar year following formation, so mark your November 15 (or April 15) deadline as soon as you're approved.

Getting Help

If your situation involves multiple members, outside investors, real estate, or anything beyond a straightforward single-member setup, it's worth having an attorney review your operating agreement and a CPA weigh in on whether pass-through or C corporation tax treatment makes more sense for your numbers. The North Dakota Small Business Development Center network, hosted by the University of North Dakota, offers free consulting for new business owners and is a solid first stop before you pay for professional advice on a routine question.

This article is for informational purposes only and does not constitute legal or tax advice. North Dakota's filing fees, forms, and requirements can change; verify current details on the North Dakota Secretary of State and Office of State Tax Commissioner websites before filing, and consult a licensed attorney or CPA for guidance specific to your situation.