Register a Foreign LLC or Corporation in North Dakota: $135 LLC Certificate of Authority, $145 Corporation, $20 Withdrawal

If your LLC or corporation was formed in another state and you want to do business in North Dakota, you generally need to register it with the North Dakota Secretary of State before you start. This guide covers the north dakota foreign corporation registration process and the matching LLC process: who has to register, what it costs, what to prepare, and what you owe after approval.

Informational only: This guide is general information, not legal or tax advice. Whether you must register, and what taxes you owe, depends on your specific facts. Talk with a qualified attorney or CPA before you file, especially if you operate in several states or have employees or property in North Dakota.

Who Needs to Register

A foreign entity is one formed under the laws of another state or country. Under North Dakota law, a foreign LLC or corporation that transacts business in the state must hold a certificate of authority. The Secretary of State gives these examples of transacting business:

• Keeping a store, office, or shop in North Dakota
• Having employees who work in North Dakota
• Having a liability to collect North Dakota sales tax
• Needing a license or permit issued in North Dakota
• Winning a state contract through a bid

For an LLC, owning income-producing real or tangible property in North Dakota also counts (NDCC 10-32.1-82). Some activities do not count. An isolated transaction completed within 30 days does not, and neither do holding meetings or keeping a bank account. This list is not exhaustive. If your activity falls in a gray area, confirm with the Secretary of State or an attorney before you assume you are exempt.

Nonprofit entities register too. A foreign nonprofit corporation pays $50 and a foreign nonprofit LLC pays $40.

Fees at a Glance

Filing	Fee	Notes
Foreign LLC certificate of authority	$135	NDCC 10-32.1-92
Foreign corporation certificate of authority	$145	NDCC 10-19.1-147
Withdrawal (either type)	$20	Ends your North Dakota authority
Foreign nonprofit corporation	$50	Certificate of authority
Foreign nonprofit LLC	$40	Certificate of authority
Name reservation	$10	Lasts 12 months, renewable in 12 month periods
Trade name registration	$25	Required if you use a name other than your legal name in North Dakota; renewed every 5 years
LLC annual report	$50	Due November 15
Corporation annual report	$25	Foreign corporations due May 15
LLC amendment	$50	Filed after registration
Corporation amendment	$40	Filed after registration

Confirm current amounts on the FirstStop portal before you pay, since the fee schedule can change.

Before You File

Get a Certificate of Good Standing

Your application must include a certificate of good standing or existence from your home state (NDCC 10-32.1-75 for LLCs and 10-19.1-135 for corporations). Order it from your home state's business filing office before you start the North Dakota application. Ask the Secretary of State whether there is a maximum age for the certificate, because a stale document can delay your filing.

Check and Reserve Your Name

North Dakota requires a business name to be distinguishable in the Secretary of State's records from every other registered entity, reserved name, and registered trade name or trademark. Search the business search database before you file. If your name is taken in North Dakota, you will need a different name or written consent from the holder of the existing name.

If you need time to file, you can reserve the name for $10. The reservation lasts 12 months and can be renewed for successive 12 month periods. Details are on the Secretary of State's register a business page.

Appoint a North Dakota Registered Agent

Corporations and LLCs must maintain a North Dakota registered agent with a physical address in the state. Your business cannot serve as its own agent. The agent can be:

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

Get the agent's approval before you name them. Failing to keep a valid agent can lead to involuntary dissolution. Changing the agent costs $10 for a statement of change, and service of process costs $25. A commercial registered agent pays the state $1,000 to be included in the listing and $500 to be terminated or removed,. Compare agents on price, response time, and whether they forward legal papers promptly before you choose one.

Decide on a Trade Name

If you will operate in North Dakota under a name different from your legal name, you must also file a trade name registration for $25. Trade names are registered with the Secretary of State, not a county. Registration grants the exclusive right to that name within North Dakota only, and it must be renewed every 5 years at $25.

How to File, Step by Step

1. Confirm the name. Search the business database and reserve the name for $10 if you need time.
2. Order the good standing certificate. Request it from your home state and confirm the age requirement with the Secretary of State.
3. Secure a registered agent. Get written approval from the agent and confirm their North Dakota address.
4. Submit the application. File through the FirstStop portal and pay $135 for an LLC or $145 for a corporation. Nonprofits pay $50 (corporation) or $40 (LLC).
5. File a trade name if needed. Pay $25 if you will use a different name in North Dakota.
6. Get a sales tax permit if needed. If you will make taxable sales in North Dakota, apply through ND TAP. The Tax Commissioner suggests applying about 30 days before you open.
7. Calendar your annual report. Put the deadline for your entity type on your calendar as soon as you are approved.

Processing time: The Secretary of State does not publish a guaranteed turnaround for foreign filings. Its office directs filers to call Business Services at (701) 328-2900 for current timing. No expedited option is published on the Secretary of State's business pages, so do not plan around one unless the office confirms it is available.

After Approval: Annual Reports and Amendments

Annual reports are the ongoing cost of staying registered. The deadlines differ by entity type:

• Foreign LLCs: $50, due November 15 each year, the same as domestic LLCs. Farming and ranching LLCs and authorized livestock farm LLCs are due April 15 instead. If you are a foreign farm entity, confirm your deadline with the Secretary of State Business Services office at (701) 328-2900.
• Foreign corporations: $25, due May 15 each year. This is earlier than the August 1 deadline for domestic corporations, so do not assume the two match.

Late LLC annual reports carry a $50 late fee after the statutory due date (NDCC 10-32.1-92). If an LLC is terminated, or a foreign LLC's certificate of authority is revoked, reinstatement costs $135.

Amendments cost $50 for an LLC and $40 for a corporation. File one when your registered information changes, such as a new registered agent, a new name, or a change in the entity's details.

If you stop doing business in North Dakota, file a withdrawal for $20. Do not simply stop filing annual reports. File the withdrawal so the record is closed.

Taxes and State Obligations

North Dakota has no franchise tax, and a foreign LLC does not pay one. The state's only recurring charge on an LLC itself is the $50 annual report. Your tax exposure depends on how the entity is taxed for federal purposes:

• LLCs taxed as partnerships or disregarded entities pass income through to their owners, who pay North Dakota individual income tax at 0%, 1.95%, or 2.50% depending on bracket.
• Corporations and LLCs that elect C corporation treatment pay North Dakota corporate income tax at 1.41% on the first $25,000 of taxable income, 3.55% on income from $25,000 to $50,000, and 4.31% on income above $50,000.

Sales tax is 5% at the state level, plus any city and county taxes that apply. Collecting it is one of the common triggers for registration, so if you sell taxable goods or services into the state, plan for the sales tax permit from the Office of State Tax Commissioner. A separate $100,000 remote-seller sales tax obligation applies to out-of-state sellers, and it is independent of your foreign registration. Check your sales volume against it even if you never set foot in North Dakota.

Workers' compensation in North Dakota is a state monopoly administered through WorkForce Safety & Insurance (WSI). If you hire North Dakota employees, contact WSI about your coverage obligations before the first payroll.

Licenses Are Separate From Registration

Registering your entity is a filing, not a license. North Dakota has no general statewide business license, and no major city issues one. Licensing depends on the activity:

• The Secretary of State licenses contractors. A North Dakota contractor license is required when a job's cost, value, or price exceeds $4,000.
• The Attorney General licenses retail alcohol with local approval, tobacco retailers, and transient merchants.
• State boards license occupations such as electricians, plumbers, and cosmetologists.

Check the license requirements for your trade with the agency that governs it before you take on work in the state.

Common Questions

Can I Start Work Before I Am Approved?

Whether an activity counts as transacting business depends on the facts, and the examples above are not a safe harbor for every case. Do not assume a short job or a single contract is exempt. Confirm with an attorney before you begin.

Does Having a Bank Account Here Require Registration?

Keeping a bank account is not, by itself, transacting business under the Secretary of State's examples. Other activities around the account, such as an office or employees, may still trigger the requirement.

Where Can I Get Help?

The North Dakota Small Business Development Centers, hosted by the University of North Dakota Nistler College of Business and Public Administration, offer free advising. For the Secretary of State, call Business Services at (701) 328-2900 or visit the Secretary of State's website. For taxes, visit the Office of State Tax Commissioner.

Final Notes

Registering a foreign LLC or corporation in North Dakota is a short filing with a clear fee schedule, but the ongoing obligations are what catch out-of-state owners: the registered agent, the annual report deadline that differs by entity type, and the tax triggers that can apply without a physical presence. Put your deadlines on a calendar, keep your agent current, and check your activity against the transacting business examples before you start work.

Reminder: This guide is informational and is not legal or tax advice. For a complex situation, such as multistate operations, employees, property, or a pending tax question, consult a qualified attorney or CPA licensed to advise on North Dakota matters.