How to start a North Dakota LLC

An LLC is a type of business that helps protect its owners (called members). This means that if the business owes money or gets sued, the members’ personal assets, like their house or car, are usually safe. 

In the state of North Dakota, an LLC is defined as “a limited liability company, other than a foreign limited liability company, organized under or governed by [Chapter 10-32.1] excluding a nonprofit limited liability company organized under or governed by chapter 10-36” (10-32.1-02(28)). That means an LLC in North Dakota is a company created within the state or a company that becomes subject to North Dakota’s state regulations surrounding LLCs (Chapter 10-32.1).

If that sounds like a lot of legal jargon – that’s because it is! What you need to know is that LLCs are popular with business owners because they are simple and flexible to run. They have fewer rules compared to comportations and the owners can choose if they want to manage the business themselves or appoint managers to do it. 

Another benefit is how taxes work: LLC owners can pay taxes through their own personal tax returns, or they can choose to have the business pay taxes separately, like a corporation. This gives owners more choices in how they handle taxes as their business grows.

Why should I register for an LLC in North Dakota?

You may want to register for an LLC in North Dakota when:

• You own or want to start a business in North Dakota, or want to expand an existing business into North Dakota, and want to stay legally compliant. 
• You own or want to start a business, and want more flexibility on how you will manage the business or pay taxes than a corporation would provide.
• You want to protect your personal assets from potential liability resulting from business you conduct in the state of North Dakota. 
• You own or want to start a business, and want to register in North Dakota to open accounts, lease or buy property, secure funding, or hire employees.

Do I need to file my LLC in North Dakota if I live in another state?

Any LLC that does business in North Dakota must register with the State of North Dakota. North Dakota does not outline any specific actions that constitute transacting business, however, these actions, among others, are not considered to be doing business in North Dakota:

• Maintaining or defending any action or suit or any administrative or arbitration proceeding, or effecting the settlement thereof or the settlement of claims or disputes.
• Holding meetings of its managers, governors, or members or carrying on other activities concerning its internal affairs.
• Maintaining bank accounts.
• Maintaining offices or agencies for the transfer, exchange, and registration of its securities, or appointing and maintaining trustees or depositories with relation to its securities.
• Holding title to and managing real or personal property, or any interest therein, situated in this state, as executor of the will or administrator of the estate of any decedent, as trustee of any trust, or as guardian of any person or conservator of the estate of any person.
• Making, participating in, or investing in loans or creating, as borrower or lender, or otherwise acquiring indebtedness or mortgages or other security interests in real or personal property.
• Securing or collecting its debts or enforcing any rights in property securing its debts.
• Conducting an isolated transaction completed within a period of thirty days and not in the course of a number of repeated transactions of like nature.

LLCs based in North Dakota are called "domestic LLCs," and out-of-state LLCs are called "foreign LLCs." Foreign LLCs and domestic LLCs may have different filing and compliance requirements -- Rocket Lawyer can help you navigate foreign LLC registration, regardless of where you live.

How to start an LLC in North Dakota

1. Find a unique name for your North Dakota LLC

The state of North Dakota requires that the names of all LLCs in the state:

• Must contain 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 for all purposes authorized by state legislature.
• May not contain: the word "corporation," "incorporated," "limited partnership," "limited liability partnership," "limited liability limited partnership," or any abbreviation of these words; or the words "limited" or "company" without association to the words "limited liability company" or the abbreviations of these words.
• May not contain a word or phrase that indicates or implies that the limited liability company is organized for a purpose other than a lawful business purpose for which a limited liability company may be organized under this chapter, or for a purpose stated in its Articles of Organization.
• Are not too similar to existing LLCs in the state. You can search the state of North Dakota's database of business entities in the state to ensure your business' name is unique.

Rocket Lawyer can help you determine whether your business' name is eligible for registration in North Dakota and may be able to help you reserve the name before you file your LLC.

2. Include your other LLC members (if any)

In North Dakota, you can in fact form as a one-person LLC. In this case, the LLC would be referred to as a single-member LLC (SMLLC), whereas if there is more than one owner, the LLC may be called a multi-member LLC. 

The main difference between single-member and multi-member LLCs lies in ownership structure and management. With a single-member LLC, you have full control over the business. In contrast, a multi-member LLC has multiple owners, each with a specific percentage of ownership as defined in the operating agreement. This means that in a multi-member LLC, owners share profits, losses, and tax responsibilities based on their ownership percentage.

3. Provide a North Dakota address

This will be used as your official LLC address. The address that you list may either be your home, an office, or another physical location, but it cannot be a PO box.

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. Register your LLC with the state of North Dakota

Once you have a business name and registered agent, you can register your business as a North Dakota LLC with the state of North Dakota by filing your Articles of Organization. This document may be referred to informally as an LLC's "Articles," or in other states, it may be called a "Certificate of Organization," "Certificate of Filing," or "Certificate of Formation."

6. Get an Employer Identification Number (EIN)

North Dakota LLCs are required to have a Federal EIN tax number. Think of your tax ID as the social security number for your company. It will be important for business contracts, tax filings, and all manner of documents down the line. Every company should have one to remain in good standing.

7. Pay the state filing fee

Every state has different fees for forming an LLC, which can also vary from one year to another.

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

What to do after forming a North Dakota LLC

There are a few steps you need to take to maintain your North Dakota LLC:

1. Create an Operating Agreement: while not mandatory, this is very advisable. We can help you create your North Dakota LLC Operating Agreement online.
2. Hold a meeting: a first meeting with members of an LLC is not required by law, but it is highly suggested in order to get organized. Also, unlike corporations, LLCs are also not required to maintain Meeting Minutes, but these documents are also recommended as they provide records for important decisions made.
3. Pay taxes according to how you chose to be taxed: traditionally, LLCs are "pass-through entities." This means that you pay your business taxes on your personal tax form. That said, you can elect to be taxed like a corporation, if you choose to do so.
4. File an Annual Report: North Dakota requires this of all LLCs before November 15 each year.

What is needed to keep records for my North Dakota LLC

The State of North Dakota does not have any regulations regarding specific documents that are to be kept by LLCs, but the state does require LLCs to provide information to members regarding the company's activities, financial condition and other circumstances.

Still have questions? Rocket Lawyer can help you with the process of forming a North Dakota LLC. Get started today!

  

Key takeaways Registering an LLC in North Dakota can give you a lot more flexibility than a corporation, as well as protection for your personal assets from potential liabilities. Even if you live in another state, you must register your LLC in North Dakota if you do regular business there, like selling things or having employees. After starting your LLC, it’s advisable to create an Operating Agreement and hold a first meeting. You will also need to file an Annual Report. Keep records of your North Dakota LLC, like the names of all members, tax documents, and your business rules. These help you stay organized and follow the law.

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 an LLC
• How are LLCs taxed
• How to start an LLC
• Do I Need a Registered Agent?
• How and when to file an Annual Report