Start a Nonprofit in North Dakota: $40 Registration, $10 Annual Report Due Feb 1 and $25 Charitable Organization Registration
Start a Nonprofit in North Dakota: $40 Registration, $10 Annual Report Due Feb 1 and $25 Charitable Organization Registration
If you want to start a nonprofit in North Dakota, the entity filing itself is inexpensive. Registering a nonprofit corporation or nonprofit LLC costs $40. The costs that catch founders off guard come later: a $10 annual report due every February 1, and, if you plan to ask the public for money, a $25 charitable organization registration plus a second $10 report due September 1. This guide lists the fees, the order of filings and the deadlines that can cost you your status if you miss them.
Disclaimer: This article is informational content, not legal or tax advice. Nonprofit formation, tax-exempt status and charitable solicitation rules depend on your facts. Talk with a qualified attorney and a CPA before you file, especially if you plan to hold property, employ staff or raise significant funds.
Nonprofit Filing Fees at a Glance
The North Dakota Secretary of State sets these fees. Confirm the current amounts on the North Dakota Secretary of State website before you pay, because filing fees can change.
| Filing | Fee | Timing or Notes |
|---|---|---|
| Nonprofit corporation registration (NDCC ch. 10-33) | $40 | One-time, filed through FirstStop |
| Nonprofit LLC registration (NDCC ch. 10-36) | $40 | One-time, filed through FirstStop |
| Foreign nonprofit corporation | $50 | Organized in another state, operating in North Dakota |
| Foreign nonprofit LLC | $40 | Organized in another state, operating in North Dakota |
| Bylaws filing | $10, plus $10 per amendment | Filed with the Secretary of State |
| Annual report | $10 | Due February 1 every year |
| Trade name (unincorporated nonprofit) | $25 | Used by a nonprofit that does not incorporate |
| Charitable organization registration | $25 | Filed in FirstStop after the nonprofit is registered |
| Charitable annual report | $10 | Due September 1, extensions allowed, never past December 1 |
Step 1: Choose Your Legal Form
North Dakota gives you three basic paths. A nonprofit corporation is the most common choice. It is registered under North Dakota Century Code chapter 10-33 for $40. A nonprofit LLC is registered under chapter 10-36, also for $40. Both create a separate legal entity, which is the main reason to file. The third path is an unincorporated nonprofit, which operates without a separate entity filing and registers a trade name for $25 instead.
The unincorporated route is cheaper, but it does not give you the separation between the organization and its leaders that a registered entity provides. Whether that separation matters for your group is a legal question. An attorney can answer it based on your activities, your board and your exposure to liability.
If your nonprofit was formed in another state and wants to operate in North Dakota, you file as a foreign entity. The fee is $50 for a foreign nonprofit corporation and $40 for a foreign nonprofit LLC.
Step 2: Pick a Name and Appoint a Registered Agent
Before you file, search the name in the North Dakota business search. If you want to hold a name while you finish paperwork, the Secretary of State offers a name reservation for $10. It lasts 12 months and can be renewed for successive 12 month periods.
Corporations and LLCs, including nonprofit corporations and nonprofit LLCs, must maintain a North Dakota registered agent with a physical address in the state. A nonprofit cannot serve as its own registered agent. The agent can be an individual who lives in North Dakota, or a North Dakota or out of state corporation or LLC that is registered with the Secretary of State and has a business office in North Dakota.
Get the person's approval before you name them. The state treats a failure to do so as a risk of involuntary dissolution. Agent-related fees are $10 to file a statement of change of address or agent and $25 for service of process. A commercial registered agent pays $1,000 to be included in the state listing and $500 to terminate or remove that listing.
Step 3: File Through FirstStop
Formation filings go through the Secretary of State's online portal, FirstStop. Have these ready before you start:
- Your organization's exact legal name and a registered agent who has agreed to serve
- The principal office address and the mailing address
- The names and addresses of your initial directors or managers
- A payment method for the $40 filing fee
Plan your timeline around uncertainty. The Secretary of State does not publish a guaranteed processing time for these filings, and its office directs filers to call Business Services at (701) 328-2900 for current timing. The state also does not publish an expedited filing option, so you should not count on a rush.
Step 4: Adopt and File Bylaws
Your bylaws set how the board is chosen, how meetings are called and how votes are counted. A bylaws filing with the Secretary of State costs $10, and each later amendment adds $10. Keep your bylaws current with your actual practice. A document that no one follows creates problems in a dispute, and an amendment you file costs only $10, so it is cheap to fix.
Step 5: Handle the Federal Side Separately
North Dakota registration does not make your organization tax-exempt under federal law. Recognition under Section 501(c)(3) of the Internal Revenue Code is a separate IRS process, and you should check with the IRS for current application requirements and forms. Some groups, including schools and religious bodies that are exempt from the federal annual return, are not treated as charitable organizations under North Dakota's charitable registration rules, so confirm your category before you assume the state charity filings apply to you.
Step 6: Register as a Charitable Organization
If your nonprofit will solicit donations from North Dakota residents, you must register as a charitable organization. The registration costs $25 and is filed in FirstStop after your nonprofit entity is already registered. Your organization cannot solicit until the registration is approved. That includes general donation requests, event ticket sales framed as fundraising and online appeals aimed at North Dakota donors.
Charitable registration does not expire. It stays in effect as long as you file your reports on time, and that is where most organizations run into trouble.
The Deadlines That Keep You Active
A registered charity files two reports every year. Each one is a separate filing with its own fee and due date.
- Nonprofit annual report, $10, due February 1. This is the Secretary of State annual report for your entity. Under North Dakota law, failing to file it for one year can lead to involuntary dissolution of the organization.
- Charitable annual report, $10, due September 1. Extensions are available, but no extension can carry the filing past December 1.
If you miss the charitable report, the registration becomes inactive. Reinstating it costs $25 for the registration plus the $10 report. While the registration is inactive, you should not solicit. Treat both deadlines the same way you treat a payroll date: put them on a shared calendar with two reminders each.
Penalties for Getting It Wrong
North Dakota's charitable solicitation law, found in North Dakota Century Code chapter 50-22, allows penalties of up to $5,000 per violation. The state can also deny a registration for up to 5 years. Soliciting before approval, or continuing to solicit while inactive, are the mistakes that carry the most risk. Ask your attorney how the rules apply to your fundraising methods, including events, grants and online giving.
Sales Tax Is Not Waived for All Nonprofits
Many founders assume that a nonprofit is automatically exempt from sales tax. In North Dakota, that assumption is wrong. The state does not exempt religious, charitable or nonprofit organizations as a class. Only listed groups qualify, such as government bodies, nonprofit schools, licensed hospitals and care facilities, and qualifying voluntary health and senior organizations. If your organization is not on that list, you pay the state sales tax rate of 5%, plus any city and county taxes that apply.
If you qualify for an exemption, you need to apply for the exemption certificate. Do not treat your nonprofit status as the exemption itself. If your organization makes taxable sales, such as selling merchandise or a meal at a fundraiser, you need a sales and use tax permit from the Office of State Tax Commissioner. Apply through ND TAP about 30 days before you begin selling.
The state's income tax treatment of your organization is a separate question. Confirm it with the Office of State Tax Commissioner rather than assuming it from your federal status.
Licenses, Permits and Employees
North Dakota has no general statewide business license. Forming or registering a nonprofit is a filing, not a license. Licensing in this state depends on what you do. Some examples:
- Food programs: North Dakota Health and Human Services licenses food establishments. Confirm whether your meal program, food pantry or bake sale series needs a license with that agency.
- Construction projects: If you pay for or perform construction work worth more than $4,000, the person doing the work must hold a North Dakota contractor license from the Secretary of State. Contractor licenses renew annually by March 1.
- Other activities: Occupational licenses, such as those for electricians, plumbers and cosmetologists, come from state boards. Confirm with the agency that governs your activity.
If your nonprofit will have employees, workers' compensation in North Dakota is a state monopoly administered by WSI (WorkForce Safety & Insurance). You cannot buy workers' compensation coverage from a private carrier for these employees, so confirm your coverage obligations with WSI before your first hire.
Your Filing Checklist
- Confirm your legal form: nonprofit corporation, nonprofit LLC or unincorporated nonprofit.
- Search your name in the business search and reserve it for $10 if you need time.
- Appoint a North Dakota registered agent who has agreed to serve.
- File your formation document through FirstStop for $40, or the $50 or $40 foreign fee if you were formed elsewhere.
- File bylaws for $10, plus $10 for each amendment.
- Apply for federal recognition with the IRS if you plan to seek tax-exempt status.
- File your charitable organization registration for $25 in FirstStop and wait for approval before soliciting.
- Calendar February 1 for your $10 annual report and September 1 for your $10 charitable report.
- Confirm sales tax status, exemption certificates and any sales tax permit before you sell anything.
Where to Get Help
Start with the state agencies that handle your specific questions:
- North Dakota Secretary of State, for entity filings, annual reports and charitable registration
- FirstStop, for online filing
- Office of State Tax Commissioner, for sales tax and state income tax questions
- North Dakota Small Business Development Centers, hosted by the University of North Dakota Nistler College of Business and Public Administration, for free or low-cost planning help
- SBA North Dakota district office page, for general small business resources
For federal recognition, check with the IRS. For anything involving contracts, property, liability or board responsibilities, consult a qualified North Dakota attorney. For your books, payroll and tax filings, work with a CPA who handles nonprofit accounts.
This article is informational content and is not legal or tax advice. Fees, deadlines and rules change, so confirm each figure with the named agency before you file or pay.