North Dakota Foreign Registration / Transacting business

What counts as transacting business in North Dakota, and what does not

North Dakota can fine an outside LLC up to $5,000 if it operates here without a certificate of authority, the signs being a store, office or shop, employees, sales tax duties, licenses or permits, or a state contract. Bank accounts, meetings and lawsuits do not count.

The Secretary of State list

The Secretary of State gives five examples of transacting business: a store, office or shop in the state; employees working in the state; a liability to collect sales tax; a need for a license or permit; a state contract awarded after a successful bid. The page calls the list general information, notes that it is not complete, and recommends talking to an attorney or business advisor. Treat it as a set of warning lights, not a legal test.

What the statute says does not count

North Dakota Century Code 10-32.1-82 says a foreign LLC is not transacting business here solely because of the following: carrying on a proceeding or settlement; member or manager meetings and other internal affairs; bank accounts; offices for securities transfer; holding title as executor, trustee, guardian or conservator; loans and security interests; collecting debts; one isolated transaction finished within thirty days. The statute's phrase is "solely by reason of", which means one of these activities alone is safe, while combining it with a store or staff may not be.

Owning property can tip the balance

The same section adds a rule on property: an LLC that owns real or tangible personal property earning income here is, by that fact alone, transacting business. An LLC that buys a rental house in Fargo, or a piece of equipment it leases to others in the state, is already inside the rule even if it does nothing else here. Holding title as an executor, trustee, guardian or conservator is different and does not count.

The thirty-day isolated transaction

One isolated transaction that finishes within 30 days does not count, as long as it is a one-off and not the first of many like it. A single equipment sale delivered and paid for in three weeks is the model case. Selling the same product to a North Dakota customer every month is not. If a job might run past thirty days, plan to register.

The list does not decide taxes or service

The statute also says the list plays no part in deciding what reaches an LLC for tax, regulatory or court-service purposes. The North Dakota tax office, the Attorney General or a licensing board can reach an LLC that the Secretary of State would not require to register. That is why the Secretary of State's own list includes a duty to collect sales tax as a sign.

Scenario: employees who work from North Dakota

A remote employee who lives in North Dakota and works for your LLC from home is an employee working in this state, which is on the Secretary of State's list. Most LLCs with even one such employee should register. A contractor who runs their own business is different, but the label on the contract does not settle it.

Scenario: a warehouse or inventory

Goods stored in a North Dakota warehouse that the LLC leases or owns put property and likely a place of business in the state. Using a third party's fulfillment center raises the same question. If the LLC owns the inventory and the space is its own, register. If a third-party carrier merely passes goods through, the answer may differ, and an attorney can say.

Scenario: selling online into North Dakota

Shipping orders to North Dakota customers from out of state is where the line is thinnest. The statute lets an LLC solicit orders that are accepted outside the state, but sales tax collection can be a separate duty, and the Secretary of State lists a liability to collect sales tax as a sign of transacting business. Ask an accountant about the tax side first.

Scenario: contracts and bids

A state contract awarded after a successful bid is on the Secretary of State's list. An LLC that wins a bid to provide goods or services to a North Dakota agency should register before it performs the work.

Scenario: licenses and permits

The Secretary of State says an outside LLC must hold a certificate of authority to obtain any license or permit issued under North Dakota law, even when its other activities are minor. If the LLC needs a contractor license, a liquor license or a permit from a state board, it will need the certificate first.

Scenario: events, trade shows and short projects

An LLC that sends staff to a two-day trade show in Bismarck can often point to the isolated transaction rule. A crew that works on a job site for four months cannot, because the work runs well past thirty days. When a project is long enough to need North Dakota permits or payroll, plan to register.

What if the LLC is a corporation or a nonprofit?

The corporate version of the list differs. For a foreign corporation the statute excludes 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. The corporate list adds selling through independent contractors and orders accepted outside the state. Nonprofits have a shorter list: proceedings; member meetings and internal affairs; bank accounts; borrowing and security interests; collecting debts; one isolated transaction finished within thirty days. Both include the property rule.

Professional services have a separate rule

Providing professional services in North Dakota requires a certificate of authority, and a professional LLC must also show that its practitioners are licensed here. A professional LLC from another state cannot rely on the isolated transaction rule to avoid the licensing board.

When in doubt

If you cannot tell, register. The fee is $135, and the report is $50 a year. An LLC that is registered and does not need to be loses a small amount of money. An LLC that is not registered and should be risks $5,000 in penalties, a court order halting its business, and personal exposure for the people who directed the work, up to $1,000 each.

Common activities sorted

What the LLC does	Counts?
Store, office or shop in the state	Yes
Employees working in the state	Yes
Duty to collect sales tax	Yes, per the Secretary of State list
Owning a rental property	Yes, under the property rule
Bank account only	No
Defending a lawsuit	No
Board or member meetings	No
One sale completed within thirty days	No, if it is not one of many

The table is a guide, not advice. The registration guide covers what to do next, and the penalties page covers what happens if the answer was yes and the LLC did not register. $199 is our charge for the filing.

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.

Line-drawing questions

Does having a bank account here trigger registration?

No. A bank account by itself is among the excluded activities.

What penalty applies to an LLC that did not register?

A civil penalty of up to $5,000, plus up to $1,000 for each governor, member or agent who directed the work.

Does owning land call for registration?

Yes, if the property earns income. Ownership of that kind is itself transacting business.

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