North Dakota Foreign Registration / LLC application

The North Dakota foreign LLC certificate of authority application, part by part

The Foreign Business Limited Liability Company Certificate of Authority Application is the form a foreign LLC files with the North Dakota Secretary of State for $135, under N.D.C.C. 10-32.1-75. It is filed online in the FirstStop Portal with a certificate of good standing or existence from the home state. We complete it for $199.

The application at a glance

Filing: Foreign Business Limited Liability Company Certificate of Authority Application
Statute: N.D.C.C. 10-32.1-75
State fee: $135
Attachment: Certificate of good standing or existence from the home state, authenticated by its officer
Filed through: the FirstStop Portal
Filed with: North Dakota Secretary of State
After approval: A certificate of authority is issued to the LLC

What the statute requires

The application must be on the form the Secretary of State prescribes, accompanied by the fees and by a certificate of good standing or a certificate of existence authenticated by the organizing officer of the LLC's formation state or country. That is all the statute requires you to attach. We confirm the current form fields when we prepare your filing, and fill them from your formation documents and your answers.

The company name

Type the name the way the home-state record spells it, punctuation and LLC ending included. The home certificate carries the same name, so the two should agree. The Secretary of State requires an exact match for a nonprofit, and the same care helps an LLC. A mismatch is the simplest reason for an application to come back.

A different name for use here

An LLC that wants to use a name other than its formation name registers a trade name with the Secretary of State for $25, good for 5 years. The state's name standard is that a name must be distinguishable on the record from others on file. LLC names carry the words limited liability company, or LLC or L.L.C..

The home-state certificate

Ask the formation state's records office for the certificate. The statute asks for good standing or existence, and North Dakota names no preference between them. The certificate must be authenticated by that state's officer. If the LLC is not in good standing at home, resolve that first, because a certificate cannot be issued for a company that is not current. The Secretary of State files the certificate with the application when the application is approved.

The registered agent

The application names the LLC's registered agent. A commercial agent is a person or company listed with the Secretary of State, and the listing means the filing does not need the agent's address. A noncommercial agent can be 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, and the filing then needs the agent's full physical address in North Dakota. The LLC itself cannot serve as its agent. Get the agent's consent first.

Management, signer and contacts

The statute has the application executed by an authorized person for the LLC. We ask who will sign, who the managers or governors are, and where the principal executive office is. The principal executive office address must be a street address, and the mailing address, which can be a post office box, can differ. Those same contacts return in the annual report.

Farm, ranch and professional LLCs

A farming or ranching LLC makes added disclosures at the time the certificate is filed, and it cannot have more than 15 members. An authorized livestock farm LLC discloses more about its members and controlling persons. A professional LLC provides certification from the North Dakota licensing board showing that all members, managers, employees and agents practicing here are licensed. The portal has a separate version for each type.

Series LLCs

North Dakota's administrative rules on series LLCs say a foreign parent that has established a series must disclose it in its certificate of authority, and a series set up later is disclosed in an amended certificate. If your LLC has series, tell us before we draft.

Fee and payment

The state fee is $135. The portal collects it when the application is submitted. The certificate does not issue until the money is in and the filing meets the statute.

Where and how to file

North Dakota points new filers to the FirstStop Portal. A filer needs an NDLogin account, personal or business.

After the certificate of authority issues

The Secretary of State marks the application filed with the date, keeps it with the home certificate and issues the certificate of authority to the LLC or its representative. From then on the LLC must keep an agent and office in North Dakota, report each year on November 15, and amend the certificate promptly after a change of name or purpose.

Common reasons an application comes back

Common causes: the company name differs from the home certificate, the certificate is not authenticated, the agent lacks the required address, or the signer has no authority. Fixing these before filing is quicker than correcting afterward, and a returned application is corrected in the portal and sent again.

Filing the application

Get the home certificate
Good standing or existence, certified by the home officer.
Choose the application type
Business, farm or ranch, or professional LLC.
Enter name, agent and offices
Match the home record; give the agent as required.
Sign as an authorized person
Someone with authority for the LLC.
Pay the fee
$135 in the portal.
Save the certificate of authority
Issued by the Secretary of State when approved.

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.

About the application

What is the fee for the application?

$135, paid to the Secretary of State.

Does it need a home-state certificate?

Yes. A certificate of good standing or existence, certified by the home officer.

May the LLC name itself as agent?

No. It needs someone else, or an individual from the company who lives in the state.

What if the LLC changes its name later?

It files an application for an amended certificate, which costs $50, with a home-state certificate confirming the name change.

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

$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