How to start a North Dakota corporation

It might seem like a lot at first, but once you understand the steps, it’s very doable. This guide will walk you through everything you need to know to start your North Dakota corporation.

How to start a corporation in North Dakota

Incorporating means registering your business as a corporation so the law sees it as its own entity, separate from you. Each state has its own rules for how to do this, so the process can seem confusing. Let’s go through each step: 

1. Choose a name for your North Dakota corporation

Your corporation’s name should be unique and make a statement about your business. Make sure it complies with the following North Dakota 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.

Need help coming up with a business name for your corporation? Try the Rocket Copilot™ AI Business Name Generator, a free tool to help you brainstorm business names and get started registering your corporation.

2. Decide between a North Dakota S-Corp and C-Corp tax designation

There are similarities between a North Dakota S-Corp and a C-Corp regarding personal liability, management, structure, and compliance. The differences, however, come down to the following:

• 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.

3. Appoint directors and shareholders for your North Dakota corporation

Each state has its own personnel requirements for incorporating. In North Dakota, you must follow these rules:

• 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.

4. Choose a Registered Agent

A Registered Agent is the person or business responsible for receiving tax, legal, and government documents during regular business hours. It's important that every business has one. You can either serve as your own registered agent (if you have a North Dakota address) or choose one to do that service for you (if you are not located in North Dakota or would like an extra layer of privacy).

5. File your Articles of Incorporation with the state of North Dakota

Once you have a business name and registered agent, you can register your business as a North Dakota corporation with the state by filing your Articles of Incorporation. This document may be referred to in other states as "Certificate of Organization," "Certificate of Filing," or "Articles of Organization."

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.

6. Get an Employer Identification Number (EIN)

Before opening your doors for business, apply to the IRS for an employer identification number, or EIN. All corporations with employees in North Dakota must have an EIN. An EIN is similar to your Social Security number, but it's for businesses. You'll also need an EIN to open your corporate bank account.

Congratulations! After you have completed all these steps, you have formed your North Dakota corporation.

What to do after incorporating in North Dakota

North Dakota suggests that corporations create legal documents and records such as Corporate Bylaws and Corporate 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.

Still have questions? Learn more about how to start your own business with Rocket Lawyer and get started today!
 

Key takeaways Starting a corporation in North Dakota means following state rules, like choosing a unique name, filling out paperwork, and paying fees to make it official. One important choice is deciding how your corporation will be taxed in North Dakota, either as an S-Corp or a C-Corp. This affects how the business and owners pay taxes, and the differences between the two change from state to state. After forming the corporation, it is suggested that you keep records – like Bylaws and Meeting Notes – to stay in good standing with the state and prove your business is real and operating correctly.

Additional resources

Learning how to enforce a contract is just one step. Explore these additional topics to learn more and take the next steps.

• What is a corporation?
• What is an S-corporation?
• How are corporations taxed?
• How to start a corporation
• How to register a corporation by state