State Processing Times and Fees
Most states have both standard and expedited processing for corporate formations, and North Dakota is no exception. Fees are higher for expedited filings. The North Dakota Secretary of State recommends that you complete the contact information at the bottom of the first page of the Articles of Incorporation if you want expedited filing. Fax and email transmissions should not be used in an attempt to speed up processing. We have a list of the average wait times for both standard and expedited filings.
North Dakota charges a filing fee for your Articles of Incorporation. If you select a name for your corporation that's the same as, or deceptively similar to, the name of an existing business, there's an additional fee for filing that business' consent to your use of the name. Visit “compare pricing” in our incorporation center to see all state fees in North Dakota.
Deciding Between a North Dakota C-Corp or S-Corp Tax Designation
Because limits on liability, structure, management and compliance documents are nearly the same, choosing between filing an S Corp or a C Corp tax designation in North Dakota breaks down to a few considerations.
- Ownership Rules: A C Corp can have an unlimited number of shareholders and unlimited classes of stock. An S Corp is limited to a maximum number of shareholders, usually 100, and just one class of stock.
- Taxes: A C Corp is taxed on a separate basis from its shareholders. It files taxes at the corporate level, then shareholders may be further taxed on income they receive. S Corps are “pass-through” tax entities. No taxes are paid at the corporate level. Instead, corporate owners pay taxes individually.
- Documents: An S Corp must file IRS Form 2553 to elect S Corp status.
Every state has its own personnel requirements for incorporating. In North Dakota, they include the following:
- Age requirement: Incorporators must be at least 18 years of age. There is no age requirement for officers or directors.
- Number of directors: Single-officer or single-director corporations are allowed in North Dakota. You don't have to disclose your corporation's directors and officers in your Articles of Incorporation, but you do have to give the names and complete mailing addresses of your incorporators. Addresses can be post office boxes. A North Dakota corporation is required to have only one incorporator. Incorporators must be individuals. They can't be corporate entities, and they must sign the Articles.
- Residency: Incorporators, officers and directors do not have to live in North Dakota. They can receive mail and notice in any jurisdiction. An incorporator is the person who signs your Articles of Incorporation, delivers the document to the Secretary of State for filing, and organizes the corporation.
Other Requirements for Your Articles of Incorporation
Your Articles of Incorporation must meet a few additional requirements in North Dakota. Your corporation must designate a registered agent. This is the person or business responsible for receiving tax, legal and government documents for your corporation during regular business hours. Your registered agent can be a citizen of North Dakota or a business in the state, but it can't be the corporation itself. In North Dakota, registered agents are called “commercial registered agents” or “noncommercial registered agents," and they must have mailing addresses in the state. The address must include a street address. It can't be just a post office box or a drop box. We can help you designate a registered agent when you incorporate with us.
Your Articles of Incorporation must also include information about the aggregate number of shares the corporation has authority to issue. The par value per share of stock must also be stated. If the stock shares are divided into classes, their classifications must be given, along with disclosures as to the class, number and par value per share.
Other Required Paperwork
North Dakota requires that corporations file annual reports. The reports are due each year on Aug. 1. Forms for the reports are mailed to the corporation’s registered agent prior to filing time.
Guidelines for Your Name
Your corporation’s name says a lot about its business. Make sure it meets North Dakota's requirements.
- Your name must include “Corporation,” “Corp.,” “Incorporated,” “Inc.,” “Company,” “Co.,” “Limited" or “Ltd.”
- Your name must be expressed in English, or at least using English letters.
- You can't use a deceptive or confusing name. For example, don't name your corporation "Noah’s Snacks and Pies" if you sell lawn and garden equipment.
- Choose a name that's unique and original. It can't be the same as, or deceptively similar to, that of an existing registered business. It can't match any name already reserved with the Secretary of State.
- Your name can't include prohibited terms, such as “Bank,” “Banker,” “Banking,” “Trust” or “Trust Company." These words imply a quality, credential, import or status that's not accurate. They're reserved for use by the Bank of North Dakota, state banks, national banks and trust companies.The only exception is if your Articles of Incorporation are supported by written approval from the North Dakota Department of Financial Institutions.
North Dakota Corporate Taxes & Reports
North Dakota corporations must pay taxes. Before opening your doors for business, apply to the IRS for an EIN, an employer identification number. An EIN is similar to a Social Security number, but it's for a business. All corporations that have or will have employees need an EIN.
Keeping Corporate Records and Ongoing Filing Requirements
North Dakota suggests that corporations create legal documents and records such as bylaws and meeting minutes. These records can help maintain your corporate status. We have a list of state-by-state requirements for both bylaws and meeting minutes. It's a good idea to create and maintain these documents regardless of whether North Dakota officially requires them. They can protect the legality of your corporate status, and they can shield you from personal liability.
Best of luck creating your corporation! We have all the legal documents, filing and tax information you'll need to get started.
This article contains general legal information and does not contain legal advice. Rocket Lawyer is not a law firm or a substitute for an attorney or law firm. The law is complex and changes often. For legal advice, please ask a lawyer.