Registering an out-of-state LLC in North Dakota, from decision to first report

Start with what the LLC does in the state, not with the form. North Dakota law requires an outside LLC to hold a certificate of authority to transact business here, to provide professional services here, or to obtain any license or permit. The Secretary of State lists the usual signs of transacting business, and the statute lists activities that do not count. If your activity sits on the line, registering costs $135, which is far less than the exposure described on the penalties page. The transacting business page has the lists.

The application is accompanied by a certificate of good standing or existence from the officer who keeps LLC records in the formation state, authenticated by that officer. Ask the home office for the right certificate. Some states call it a certificate of existence, others a certificate of good standing or status, and North Dakota accepts either kind. If the LLC is behind on its home annual report, fix that first, since a certificate cannot confirm what is not true.

The LLC needs an agent and an office in North Dakota, and it must keep them for as long as it is registered. The agent can be a commercial agent listed with the Secretary of State, or a noncommercial agent such as an individual who lives in North Dakota, or a North Dakota or out-of-state corporation or LLC registered with the Secretary of State that has a business office in the state. With a noncommercial agent, the filing gives a complete physical North Dakota address; with a commercial agent, the address is not needed. Get the agent's agreement first. The agent page compares the options.

The statute asks the LLC to apply on the prescribed form with the fee and the home certificate. Because the portal presents the form on screen, the exact fields are the ones the portal shows on the day you file. Our preparers check the fields on the day against your formation papers, and we answer them from your formation documents.

When the filing meets the statute and the fees are in, the Secretary of State stamps the application as filed with that date, places it on file with the home certificate and sends the LLC a certificate of authority. Save the certificate with the formation records. Banks, licensing boards and customers sometimes ask for it.

If the LLC changes its name or the purposes it pursues here, or learns that a statement in the application was false when made, it must promptly file an application for an amended certificate, which costs $50. A name change also needs a certificate from the home state that confirms it. A change of agent or office is a separate statement for $10.

A foreign LLC authorized here that is not the survivor of a merger files a certified statement of merger within 30 days. A surviving foreign organization that will continue to do business here must hold a certificate of authority if it did not already have one. Tell us about a merger before you order, since it changes which filing is needed.

Think of the work as four blocks. In the first days, pick the agent, check the name and order the home certificate. When the certificate arrives, complete the application and approve it. Then comes the state's review, whose timing we confirm when we prepare your filing. Once the certificate of authority issues, put the report date in your diary that same day.

Handing the filing to a preparer spares you the back and forth about wording, and the agent and certificate get a second look against the statute. Our price is $199; the state fee is its own line. If you want to see what the filing involves first, the application page lays it out.

The Secretary of State's own guidance says it can be difficult to tell when a business is transacting business. The office answers questions about its forms and fees. It does not rule on your activities.

Year one is the application fee of $135 and the home certificate. Year two is the first annual report, $50, due in November of the year after registration, so the two filings together are $185. Year three is another $50, and the state charges for registering and filing two reports come to $235. Add an agent if you hire one, a trade name at $25 if you need it, and your home state's own annual charge.

Many owners read about registration after the first North Dakota job. In that case register now, rather than waiting for a perfect moment. The penalty statute looks at transacting business without a valid certificate, so each month without one is a month of exposure. The penalties page explains the range and the court order that follows. Do not stop work on the strength of this page; ask a North Dakota lawyer how to handle the period already past.

Registration often involves a founder, an accountant and a lawyer. Decide early who owns each piece. One person orders the home certificate, one confirms the agent, and one signs. Send the final text of the application to everyone before it is submitted, because a correction after filing means another round with the Secretary of State and a delay in the certificate. A shared business login in the portal helps here, since every user sees every filing and certificate for the organization.

Check the name against the home certificate letter by letter. Confirm that the agent has agreed and that the address meets the rule for the kind of agent you chose. Confirm that the person signing has authority. Confirm the principal executive office is a street address. Check that the certificate is authenticated and recent. Then pay the $135 fee.

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