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North Dakota Foreign Registration / Corporations

The North Dakota foreign corporation certificate of authority application

The Foreign Business Corporation Certificate of Authority Application costs $145 and is filed under N.D.C.C. 10-19.1-135 by a corporation formed in another state that will transact business in North Dakota. Its annual report is $25, due May 15, and we prepare the application for $199.

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The corporate application at a glance

Filing
Foreign Business Corporation Certificate of Authority Application
Statute
N.D.C.C. 10-19.1-135
State fee
$145
Attachment
Certificate of good standing or existence from the home state
Annual report
$25, due May 15
Withdrawal
$20
Filed through
the FirstStop Portal

What the application states

The statute has the application executed by an authorized person and set out the corporation name and any different name to be used in the state; the jurisdiction and date of incorporation and its period of duration; the principal executive office address; the registered agent, with an address for a noncommercial agent; the purpose to be pursued in the state; and the names and addresses of the directors and officers. The Secretary of State may also require extra information needed to decide whether the corporation is entitled to a certificate. That list is longer than the LLC's, because it asks about directors and officers.

The home-state certificate

The application carries the fee plus a good standing or existence certificate from the home state or country, authenticated by its incorporating officer. Order the certificate from the incorporating state, and make sure the corporation's name on the certificate matches the name you enter.

Directors and officers

Unlike the LLC application, the corporate version lists the names and addresses of the corporation's directors and officers. Collect those from your current minutes or your latest home-state annual report so the two records agree.

Purpose in North Dakota

The application describes the purpose the corporation intends to pursue in the state. Keep it to what the corporation will actually do here, in a sentence or two, and consistent with its articles.

Registered agent

The corporation names a registered agent under the state's registered agents chapter, and a noncommercial agent's address in North Dakota must be given. The corporation cannot be its own agent. A change of agent later costs $10.

The annual report is on a different date

A foreign corporation reports by May 15, while a domestic corporation reports by August 1 and an LLC by November 15. The report costs $25. Three months after the due date, a corporation that has not filed is no longer in good standing, and the Secretary of State then warns it that its certificate may be revoked. Filing afterward, with the fee and the late penalty, restores good standing.

Amending the certificate

A corporation that changes its name or purposes in the state, or finds that a statement in its application was false when made, amends the certificate, and for a new name it attaches a certificate from the home state. The fee is $40.

Withdrawing

A foreign corporation leaves by withdrawing, for $20. When a corporation dissolves at home, or merges away there, the home certificate doubles as its withdrawal application and its North Dakota authority stops on filing. A corporation that applies, files one report and withdraws pays $165 in state fees.

If the corporation does business without the certificate

A foreign corporation operating here with no certificate cannot begin any claim, action, suit or proceeding before a North Dakota court until one is issued. The corporation's agreements remain valid, and defending a case is still open to it. It also names the Secretary of State as its recipient for notices, and owes the state the fees due from a certificate holder that filed its reports. The Attorney General recovers what is owed.

What the corporation does not need to register for

The statute lists activities that are not transacting business, among them proceedings; shareholder meetings and internal affairs; bank accounts; offices for the corporation's own securities; selling through independent contractors; orders that need acceptance outside the state; borrowing and security interests; collecting debts; one isolated transaction finished within thirty days. Owning property that earns income here also counts. See the transacting business page for scenarios.

Professional, farm and ranch corporations

A professional corporation also supplies certification from its North Dakota licensing board. From January 1, 2027 the annual report of a professional corporation must include a Certificate of Professional License, SFN 13610, that the licensing board has completed. Corporations that farm or ranch report on April 15.

Filing the corporate application

  1. Request the home certificate

    Good standing or existence, authenticated by the incorporating officer.

  2. Gather directors and officers

    Names and addresses as of the filing date.

  3. Name the agent

    A registered agent, with an address if noncommercial.

  4. Prepare the application

    Name, jurisdiction, date, duration, offices, purpose and people.

  5. File in the portal

    With the $145 fee.

  6. Calendar the May report

    $25, due May 15.

Register my company

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.

What registering here costs

The state fee for an LLC is $135; a corporation pays $145. Our price is a separate line at checkout. $199 plus the state fee, including your first year of registered agent service; after that the agent service renews at $149 a year.

Register my LLC in North Dakota

ND

$199

+ $135 state fee

  • The North Dakota application prepared from your answers
  • The home-state certificate checked against what the state asks for
  • A North Dakota registered agent from us, or one you name
  • The filed record sent to you
  • Renewal: after the first year, the agent service renews at $149 a year
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Sources

  1. North Dakota Secretary of State, limited liability companies
  2. North Dakota Secretary of State, general business corporation fees
  3. North Dakota FirstStop portal, business forms list
  4. North Dakota Century Code, chapter 10-19.1 (Business Corporation Act)
  5. North Dakota Secretary of State, register a business
  6. North Dakota Secretary of State, maintain your registration
  7. North Dakota Secretary of State, registered agents
  8. North Dakota Secretary of State, partnerships

Doing business in North Dakota?

Register the LLC before the first North Dakota sale.

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