Ready to incorporate? Transform your organization into a legal business entity in three easy steps today with LegalZoom. Once you incorporate, you'll gain the ability to protect your personal assets from financial risk and to shrink your personal tax bill. We'll help you choose what type of corporation you want to become and walk you through the whole process. LegalZoom has helped thousands of businesses incorporate online so you can feel confident using the best resource on the web.
When incorporating in North Dakota with LegalZoom, we not only file your articles of incorporation with the North Dakota Secretary of State, but we also prepare customized bylaws and director resolutions. We can also obtain your Federal Tax ID Number (EIN) and provide other customized services for your North Dakota corporation.
North Dakota Incorporation Information
Incorporating in North Dakota
Choosing a business name is one of the first steps in the process of forming your North Dakota Corporation. The name that you choose:
LegalZoom allows you to choose up to 3 names, in order of preference. We will conduct a name check before filing to see which names are available.
- Must be distinguishable from any other registered North Dakota business entity and any reserved names on record, subject to certain exceptions under state law.
- May not contain language stating or implying that the North Dakota corporation is another business entity or that it is organized for a purpose other than that permitted by state law and its articles of incorporation.
- Must be in the English language or expressed in English letters or characters.
In addition, the name must contain one or more of (or an abbreviation of) the following words:
Articles of Incorporation:
To incorporate in North Dakota, articles of incorporation must be filed with the North Dakota Secretary of State. The North Dakota Business Corporation Act (Title 10, Chapter 19.1 of the North Dakota Century Code) requires that certain information be included in your articles of incorporation. The following is a summary of those requirements:
- Minimum Number of Incorporators: One or more.
- Eligibility Requirements: One incorporating in North Dakota must be a natural person at least 18 years old.
- Listing Requirements - The name and address of each incorporator must be listed in the articles.
North Dakota allows a corporation to be formed for any lawful business activity. A general statement granting broad powers is acceptable.
Prohibited Provisions: A corporation may not include certain information in its articles, including:
- Minimum Number of Directors: One or more.
- Eligibility Requirements: None. The articles of incorporation or bylaws may prescribe qualifications for directors.
- Listing Requirements: Directors are not required to be listed the articles.
- The aggregate number of shares that the corporation is authorized to issue must be stated in the articles.
Optional Provisions: North Dakota also permits optional provisions to included in the articles of incorporation, such as:
- Provisions limiting the right of cumulative voting as guaranteed by the state Constitution.
- Provisions authorizing the issuance of stocks or bonds in violation of the state Constitution.
- A specific corporate purpose.
- The effective date of incorporation, if it is later than on the certificate of incorporation. The effective date may not be later than ninety days after the date on which the certificate of incorporation is issued.
- Provisions managing the business and regulating the affairs of the corporation.
- A par value for authorized shares or classes of shares.
- Changing the number of board votes which constitute a quorum.
- Any limitation on the corporation's duration of existence.
- Provisions governing issuance of shares in a class or series.
The incorporators or board of directors must adopt initial bylaws for the North Dakota incorporation. Generally, bylaws are written to manage the conduct of the corporation's businesses and affairs.
Officers may be listed in the bylaws or elected by the board, and may appoint other officers, in compliance with the bylaws. Unless a different officer is designated by the bylaws or the board, the secretary or assistant secretary is responsible for preparing minutes of the directors' and shareholders' meetings and for maintaining and authenticating corporate records. Any officer may hold more than one office in the corporation, but no individual may act in more than one capacity where action of two or more officers is required.
Unless the articles or bylaws provide otherwise, shareholders holding five percent or more of the voting power of the shares entitled to vote may propose a resolution for action by the shareholders to adopt, amend, or repeal bylaws which have been adopted, amended, or repealed by the board.
Every North Dakota corporation must have a registered agent in North Dakota -- the person or office designated to receive official state correspondence and notice if the corporation is "served" with a lawsuit.
Eligibility Requirements - The registered agent must maintain a business office that is identical to the registered office and must be either: (1) an individual residing in this state, or (2) a corporation with authority to transact business in this state.
North Dakota requires every corporation to maintain a registered office in the state
Under North Dakota law, a professional corporation is formed in order to render services within one specific profession, subject to certain state exceptions. Professional corporations generally may not offer any other non-ancillary services and must comply with particular conventions in its choice of corporate name.
An annual report must be filed with the North Dakota Secretary of State each year before August 2(or before May 16 for foreign corporations) in the calendar year following the year of incorporation. This report must indicate:
- The corporation's name and its state or country of incorporation;
- The addresses of its registered office and principal office, and the name of th4e registered agent;
- The names and addresses of its officers and directors;
- A statement of the aggregate number of shares the corporation has authority to issue, itemized by classes, par value of shares, shares without par value, and series, if any, within a class;
- A statement of the aggregate number of issued shares, itemized by classes, par value of shares, shares without par value, and series, if any, within a class;
- A statement of the value of all property owned by the corporation, the total gross income of the corporation for the prior calendar year and the gross amount accumulated by the corporation at or from its places of business within the state; and
- A brief description of the character of the business.
Upon written request by a shareholder, the corporation must prepare an annual financial statement within 180 days after the close of the fiscal year and furnish such report to the shareholder within 10 business days of receipt of the request. These statements must include a year-end balance sheet and an income statement for that year
Income Tax Rate:
For information on the North Dakota state income tax rate, visit: http://www.state.nd.us/taxdpt/
S corporation status is recognized by the State of North Dakota.