North Dakota Foreign Registration / Delaware-formed

Delaware-formed LLCs in North Dakota: what to file and what it costs

A Delaware LLC registers in North Dakota by applying for a certificate of authority for $135 with a Delaware certificate of good standing, while Delaware's $400 annual tax carries on, which puts the first year's combined state charges at $535. Delaware withholds the good standing certificate from an LLC that is behind on that tax.

Delaware beside North Dakota

Point	Delaware	North Dakota
Yearly charge	$400 annual tax	$50 report
Due date	June 1	November 15
If late	A $200 penalty and interest	A $50 added fee
Home-state paper	Certificate of good standing, $50	Attached to the application

Why Delaware LLCs register here

Delaware is a place of formation, not a place of business. An LLC that formed there but runs a store, crew or office in North Dakota is a foreign LLC under North Dakota law and needs the certificate. Delaware's courts and statutes govern the LLC's internal affairs, while North Dakota requires the registration.

The Delaware certificate

The North Dakota application requires a certificate of good standing or existence from the Delaware officer, authenticated by that officer. Delaware charges $50 for a certificate of good standing. Order it from the Delaware Division of Corporations once the Delaware tax is paid. No certificate comes out of Delaware while the tax is behind.

Two annual charges, two dates

Delaware's tax is $400 due June 1. North Dakota's report is $50 due November 15. They are five months apart and are separate bills to separate offices, so diary both. The $535 figure shows the first year's state charges for the two registrations side by side.

Costs side by side

In the registration year the LLC pays North Dakota $135 and Delaware $400. In the next year it pays Delaware's tax again and the North Dakota report of $50. Leaving North Dakota costs $20, but the Delaware tax continues for as long as the LLC exists in Delaware.

Agent for each state

A Delaware LLC needs a registered agent in Delaware and another in North Dakota. The North Dakota agent must live in the state or be a company authorized here and located at a street address, and the LLC cannot serve itself. See the agent page.

Is it worth keeping the Delaware LLC?

If the LLC does most of its work in North Dakota, you may ask whether forming in North Dakota would have been simpler. A North Dakota LLC pays the $135 registration and the same $50 report, with no Delaware tax. Moving a Delaware LLC to North Dakota is a legal step to discuss with a lawyer. For many companies the Delaware form stays for reasons unrelated to cost, and registering here is the right way to keep it.

Delaware members and managers

North Dakota asks for the managers and governors in the annual report, or the managing members if there are no managers. Plan for those names to appear on the North Dakota record.

Late Delaware tax and what it does to the North Dakota filing

Delaware assesses the tax for any year the entity is active in its records, whether or not it has done anything. The late penalty is $200, plus interest. A company that has left the tax unpaid will find Delaware unwilling to vouch for it, and the North Dakota application stalls behind that. Square things with Delaware first, then request the certificate, then file here.

Using the Delaware certificate

Request the certificate shortly before the filing day, so the two dates sit close together. North Dakota asks that the certificate be authenticated by the Delaware officer. If the Delaware certificate shows a different name from the LLC name you plan to use here, say so up front so the name issue is settled before filing.

Adding up the first two years

Year one: $135 to North Dakota and $400 to Delaware, which is $535. Year two: $400 to Delaware and $50 to North Dakota, plus the cost of an agent in each state. These are the state charges only. A Delaware agent and a North Dakota agent are separate engagements.

Delaware LLCs with series

Some Delaware LLCs are organized with series. North Dakota's rules require a foreign parent LLC to disclose any series in its certificate of authority, and a series added later is disclosed in an amended certificate. Tell us if yours has series before we draft.

Ending the North Dakota side

If the LLC stops working in North Dakota, it applies for withdrawal for $20. That ends the North Dakota registration and its report, but not the Delaware tax. The withdrawal page has the steps.

Putting it in order for a Delaware LLC

Settle the Delaware tax, request the certificate of good standing, pick a North Dakota agent, then file. We handle the North Dakota side for $199.

Registered agent: first year included, then $149 a year

$199 plus the state fee, including your first year of registered agent service; after that the agent service renews at $149 a year.