North Dakota Foreign Registration / Agent rules

Picking a registered agent when your LLC was formed elsewhere

Every foreign LLC the state has authorized needs an agent and an office here at all times, and a change of agent costs $10. The LLC cannot name itself, and the person named must have agreed.

The requirement

Under N.D.C.C. 10-32.1-78 an authorized foreign LLC has to keep an agent and an office in the state without a gap, following the registered agents chapter. The agent takes in any notice, process or demand addressed to the LLC and passes it on.

Commercial or noncommercial

North Dakota has two kinds of registered agent. A commercial agent is anyone who has filed a commercial agent listing with the Secretary of State, and the list can be viewed in the portal. If you pick one, the filing need not give the agent's address. A noncommercial agent is not listed, and the filing must give a complete physical North Dakota address for that agent.

Who can serve

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. A corporation or LLC appointed in that role must be authorized to transact business in North Dakota, keep a street address here and stay in good standing with the Secretary of State. A commercial agent can be a North Dakota resident, or a corporation or LLC registered here with a business office in the state.

The LLC cannot be its own agent

The company cannot be its own registered agent. An individual from the company can fill the noncommercial role if that person lives in North Dakota. For an out-of-state LLC with no one in the state, someone else has to serve, such as a commercial agent.

Agreement comes first

The business must get the agent's approval before naming the agent. Failing to do so may lead to involuntary dissolution of the business, and proof of the approval is not filed with the Secretary of State. Someone named as agent without their knowledge can contact the Secretary of State.

What the agent does

The agent accepts legal papers and passes them on. Serving as agent does not make an individual liable for the actions of the organization. The Secretary of State is the agent for service when a foreign entity has no certificate, no agent on file, or an agent who cannot be served with reasonable diligence. Notices from the Secretary of State about reports and good standing go to the agent's address on the record.

Changing the agent

A represented entity changes its agent by filing a statement of change, signed on its behalf, that gives the entity's name and the new information. The statement takes effect on filing. The fee is $10 per entity when the agent is noncommercial. If a commercial agent changes its own address, one filing updates all the businesses it represents.

If the agent resigns

A registered agent can resign by filing a statement of resignation, which becomes effective on day thirty-one after filing, or earlier if a replacement agent is appointed. The agent must tell the entity. If the agent resigns or no longer holds a registration in North Dakota, the entity must appoint a new one, or the Secretary of State may act, which can lead to Not Good Standing or revocation of authority. Resigning is free.

Costs

For a commercial agent, the listing with the state is the agent's own cost, $1,000. Service of process on the Secretary of State carries a $25 fee. Our registered agent service, if you want us as agent, is built into the fee for one year, with renewal terms on the order page.

Using us as agent

Our office can be named as your North Dakota registered agent. Legal papers then arrive at a staffed address in the state.

Whichever route you choose, keep the agent's details current. A stale address is the quiet cause of missed notices.

Picking between the choices

If you live in North Dakota, you can serve as your own LLC's noncommercial agent if you are an individual. If nobody connected to the LLC lives here, a commercial agent is the practical choice. In both cases, check the name and address against the Secretary of State record before you file.

About the agent

Does North Dakota require a registered agent for a foreign LLC?

Yes. The LLC must continuously keep an agent and office in the state.

Can the company act as its own agent in North Dakota?

No. Another person or company has to do it.

How much is a change of agent?

$10 for the statement of change.

Does the agent need to agree?

Yes, before being named.

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