Form a North Dakota LLC
Let LegalZoom walk you through the process of becoming a limited liability company today. With our help, creating an LLC is clear, simple, and can be done online in three easy steps. Protect your personal assets, organize your business however you want, and get the fringe benefits of a legally established business entity.
When you form your North Dakota LLC with LegalZoom, we prepare and file your articles of organization with the Corporations Division of the North Dakota Secretary of State. We also conduct a name search for your North Dakota LLC to assist you in the preparation of your operating agreement and other customized services corresponding to your needs. Once your articles of organization have been successfully filed, your North Dakota LLC has been formed and begins its existence as a legal business entity.
LegalZoom LLC Overview
Registering a Limited Liability Company Name: Choosing a business name is one of the first steps in the process of forming your North Dakota Limited Liability Company. The name that you choose:
Must contain, as the last words of the name, the words "limited liability company", or must contain the abbreviation "L.L.C." or the abbreviation "LLC", either of which abbreviation may be used interchangeably
May not contain a word or phrase that indicates or implies that it may not be organized or that it is organized for a purpose other than a legal business purpose for which a LLC may be organized under this chapter
May not contain the word "corporation", "incorporated", "limited partnership", "limited liability partnership", "limited liability limited partnership", or any abbreviation of these words
Must be distinguishable from any name, whether foreign and authorized to do business in this state or domestic, of another North Dakota limited liability company, corporation, limited partnership, limited liability partnership; or limited liability limited partnership
Must be distinguishable from any name reserved or registered or a trade name registered
A LLC may apply to the secretary of state for authorization to use a name that is not distinguishable if the applicant files with the North Dakota Secretary of State.
The written consent of the holder of the rights to the name to which the proposed name has been determined to be deceptively similar
A certified copy of a judgment of a court in this state establishing the prior right of the applicant to the use of the name in this state.
LegalZoom allows you to choose up to 3 names, in order of preference. We will conduct a name check for your North Dakota Limited Liability Company before filing to see which names are available.
Articles of Organization: In any North Dakota LLC formation, articles of organization must be signed by at least two persons organizing the LLC and delivered, along with a copy, to the North Dakota Secretary of State, Corporations Division for filing. State law requires that certain information be included in the articles of organization of your North Dakota LLC formation. This information must include:
The LLC name
The address of the registered office of the limited liability company and the name of the limited liability company's registered agent at that address
The name and address of each organizer
The effective date of organization (1) If a later date than that on which the certificate of organization is issued by the secretary of state; and (2) Which may not be later than ninety days after the date on which the certificate of organization is issued
If the articles of organization are filed with the secretary of state: (1) Before July 1, 1999, a statement stating in years that the period of existence for the limited liability company must be a period of thirty years from the date the articles of organization are filed with the secretary of state, unless the articles of organization expressly authorize a shorter or longer period of duration, which may be perpetual. (2) After June 30, 1999, a statement stating in years the period of existence of the limited liability company, if other than perpetual
Any other provisions not inconsistent with law relating to the management of the business or the regulation of the affairs of the limited liability company
Filing: Your LLC is considered organized once the original articles of organization and one (1) exact or conformed copy is delivered to the Corporations Division of the North Dakota Secretary of State by one or more individuals (eighteen years of age or more) acting as organizers.
A certificate of organization will be issued and delivered along with the conformed copy to the representative of the LLC. The original articles of organization will in turn be filed with the Secretary of State along with the month, day and year of filing.
Additionally, a North Dakota LLC formation generally requires inclusion and/or considering of the following:
Operating Agreement: Although not required, LLC members may adopt an operating agreement to regulate the internal affairs of the company, including the management of the LLC, which may also be amended and repealed as allowed by the agreement or applicable law.
Membership: A LLC must have one or more members. Requirements:
Minimum Number of Members: A limited liability company must have one or more members
Procedure for Membership:
Resignation of Membership: A member always has the power, though not necessarily the right, to terminate the member's membership by resigning or retiring at any time. Certain prohibitions exist surrounding the right of a member to resign from the company.
A member may not resign from a limited liability company except in accordance with the operating agreement or articles of organization.
Contribution:The contributions of a member to the LLC may consist of any cash, property, services rendered, or a promissory note or other binding obligation to contribute cash or property or to perform services.
Registered Agent In North Dakota
LegalZoom can also provide your business with a Registered Agent in North Dakota. Every LLC must continuously maintain a registered agent in North Dakota ?the person or office specified to receive official correspondence and notice from the state if the company is "served" with a lawsuit. A registered office must be maintained by the LLC as well.
An individual residing in this North Dakota, a domestic corporation or a domestic limited liability company, or a foreign corporation or foreign limited liability company authorized to transact business in this state may serve as a registered agent in North Dakota
Registered Office: The registered office may be any place of business of the LLC in North Dakota.
North Dakota Secretary of State
Once a North Dakota LLC has been formed, the North Dakota Secretary of State will require certain recurring responsibilities and duties. The most important of these are explained below. For further information, refer to the North Dakota Secretary of State office.
Annual Report: Each limited liability company shall file with the North Dakota Secretary of State, a report that lists:
The LLC name and the state or country under the laws of which it is organized
The address of the registered office of the LLC, the name of its registered agent, and the address of its principal executive office.
A brief statement of the character of the business in which the LLC is actually engaged in this state.
The names and respective addresses of the managers and governors or managing members of the LLC
Records: Each limited liability company shall keep following records open to inspection at its office:
A current list of the full name and last-known business, residence, or mailing address of each member, each governor, and the president
A current list of the full name and last-known business, residence, or mailing address of each assignee of financial rights other than a secured party and a description of the rights assigned;
A copy of the articles of organization and all amendments to the articles;
Copies of any currently effective written bylaws
Copies of the LLC's federal, state, and local income tax returns and reports, if any, for the 3 most recent years;
Financial statements required by section 10-32-52;
Records of all proceedings of members for the last three years;
Records of all proceedings of the board for the last three years;
Reports made to members generally within the last three years;
Member-control agreements described in section 10-32-50;
A statement of all contributions accepted under subsection 3 of section 10- 32-56 including for each contribution:
o The identity of the member to whom the contribution relates;
o The class or series to which the contribution pertains
o The amount of cash accepted by the limited liability company or promised to be paid to the LLC
o A description of any services rendered to or for the benefit of the LLC or promised to be rendered
o The value accorded under subsection 4 of section 10-32-56 to: (a) Any other property transferred or promised to be transferred to the limited liability company; and (b) Any services rendered to or for the benefit of the limited liability company or promised to be rendered to or for the benefit of the limited liability company;
A statement of all contribution agreements made under section 10-32-58, including for each contribution agreement:
o The identity of the would-be contributor
o The class or series to which the future contribution pertains
o As to each future contribution to be made, the same information as subdivision k requires for contributions already accepted;
A statement of all contribution allowance agreements made under section 10- 32-59, including for each contribution allowance agreement:
o The identity of the would-be contributor;
o The class or series to which the future contribution would pertain; and
o As to each future contribution allowed to be made, the same information as subdivision k requires for contributions already accepted;
An explanation of any restatement of value made under section 10-32-57
Any written consents obtained from members under this chapter
A copy of agreements, contracts, or other arrangements or portions of them incorporated by reference under subsections 6 through 8 of section 10-32-56.
Acts Triggering Dissolution: A LLC is dissolved upon the happening of any one of the following events:
The expiration of the period fixed, if any, for the duration of the limited liability company;
By court order
By action of the organizers or members
Before July 1, 1999, except as provided in the articles or operating agreement, upon the occurrence of an event that terminates the continued membership of a member in the LLC, unless: (a) there is at least one remaining member and the existence and business of the LLC is continued by the consent of all the remaining members obtained no later than 90 days; or (b) the membership of the last or sole member terminates and the legal representative of that last or sole member causes the LLC to admit at least one member.
After June 30, 1999, upon the occurrence of an event terminating the continued membership of a member in the LLC: (a) If the articles or operating agreement specifically provide that the termination causes dissolution and in that event only as provided in the articles or member-control agreement; or (b) If the membership of the last or sole member terminates and the legal representative of that last or sole member does not cause the LLC to admit at least one member within 180 days after the termination;
A merger in which the limited liability company is not the surviving organization; or
When terminated by the secretary of state pursuant to section 10-32-149.
A LLC can offer certain tax advantages over a corporation, including the availability of more deductions. Additionally, a LLC is not required to be a separate tax entity like a corporation; instead it can be a "pass-through entity" so that the LLC owners report business losses or profits on their personal tax returns, like a partnership.
Federal Income Tax: Unless you elect to tax the LLC as a corporation, the IRS treats single-member LLCs as sole proprietorships for tax purposes. This means the LLC itself does not pay taxes and does not have to file a tax return. Unless you elect to tax the limited liability company as a corporation, the IRS treats multi-owned LLCs as partnerships for tax purposes. This means that LLC owners each pay taxes on their lawful share of the profits on their personal income tax returns, not the LLC itself. If you desire, by filing IRS Form 8832, you may elect corporate taxation if you regularly need to keep a substantial amount of profits in your LLC.
State Income Tax: The LLC tax rate for North Dakota is variable, depending on North Dakota taxable net income.
Federal Tax Identification Number: Your LLC may need to obtain a federal tax identification number (also known as an employment identification number/ EIN), which is similar to an individual's social security number. Generally, you will not need a separate EIN number for your LLC as long as you are the sole owner and the LLC has no employees. However, if you are not the sole owner of the LLC or if the LLC has employees, your LLC will need a separate EIN number to open a bank account and for certain tax filing requirements LegalZoom can prepare your Federal Tax ID Application if you have not already done so.
Filings must be made with the North Dakota Secretary of State along with the appropriate filing fee. When appropriate, a check payable to the State of North Dakota must accompany the document, covering all charges for the Secretary of State.