North Dakota Foreign Registration / Wyoming-formed

Wyoming-formed LLCs in North Dakota: what to file and what it costs

A Wyoming LLC applies to North Dakota for a certificate of authority for $135 and keeps its Wyoming annual report, which has a minimum of $60, bringing the first-year state charges to $195. Wyoming lists its certificate of good standing at $0.

Wyoming beside North Dakota

Point	Wyoming	North Dakota
Yearly charge	$60 minimum annual report	$50 report
Home-state paper	Certificate of good standing, $0	Attached to the application
First-year state charges	$195	Both registrations together

Why Wyoming LLC owners end up here

Wyoming is a place of formation, not a place of business. When a Wyoming company opens a shop, hires someone or takes a job in North Dakota, it falls under North Dakota's foreign LLC rules and needs the certificate of authority. The Wyoming LLC is the foreign LLC.

The Wyoming certificate

Order a certificate of good standing from the Wyoming filing office. The North Dakota application needs a certificate of good standing or existence, certified by the officer in the formation state. Wyoming lists the fee for that certificate at $0. Keep the Wyoming annual report current, because the certificate will reflect it.

Two reports, two offices

Wyoming's annual report has a minimum fee of $60, and North Dakota's is $50 due November 15. Each office keeps its own calendar and sends its own notices. The first-year total of $195 is the North Dakota fee plus the Wyoming minimum.

Agents in both states

A Wyoming LLC keeps a registered agent in Wyoming and needs another in North Dakota with a street address here. The LLC cannot be its own North Dakota agent. The agent page compares commercial and noncommercial agents.

Privacy and the North Dakota record

North Dakota's annual report asks for the managers and governors, or for the managing members if there are no managers, and the executive office listed must have a street address. Expect that information to be public in North Dakota.

Totals to plan on

Registering costs $135. A year with one North Dakota report adds $50, and Wyoming's minimum adds $60. Leaving North Dakota costs $20.

What the Wyoming LLC needs to be able to certify

The home certificate speaks for Wyoming's record, so the LLC should be current there: the annual report filed, the fee paid, and the registered agent in place. A certificate cannot confirm what the record does not show. File any late Wyoming report before you ask for the certificate.

Choosing the North Dakota agent

A Wyoming agent does not serve in North Dakota. The state requires an agent at a street address here, and the LLC cannot take the role itself. A commercial agent from the state's listing does not need an address in the filing, while a noncommercial agent does. For a Wyoming LLC with no North Dakota presence, a commercial agent is the simple route.

What North Dakota asks the LLC to keep up

After registering, a Wyoming LLC files the North Dakota annual report on November 15, beginning the year after registration. The report names the agent and registered office, the executive office, the work done in the state and the people who manage. It has no financial statements.

A worked year

Say a Wyoming LLC registers in North Dakota this spring. This year's state charges are $135 to North Dakota and $60 to Wyoming, which is $195. Next year it adds the first North Dakota report of $50, due November 15, and the Wyoming report again.

Wyoming series and special structures

If the Wyoming LLC has a series, tell us before we draft. North Dakota's rules require a foreign parent to disclose any series in its certificate of authority. The same goes for a professional LLC, which needs North Dakota licensing board certification, and for a farm or ranch LLC, which makes additional disclosures.

Penalties for waiting

A Wyoming LLC that works in North Dakota without the certificate risks a civil penalty of up to $5,000 and a court order halting its business until it complies. The penalties page sets it out. Registering costs far less than the ceiling.

Questions to answer before you order

Settle six points first: the exact Wyoming name, the formation date, who in North Dakota will be the agent, who signs, whether the LLC has managers or is member-managed, and whether the work here will last long enough to need a trade name. Those cover every part of the application.

Leaving

The LLC withdraws from North Dakota for $20 when it no longer works here. Wyoming's report continues as long as the LLC exists there.

Putting it in order for a Wyoming LLC

File the Wyoming annual report, order the certificate of good standing, choose a North Dakota agent, and then submit the application. We prepare the North Dakota filing for $199.

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.