How to File Articles of Organization in North Dakota 2023: The Ultimate Guide

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How to File a Certificate of Formation in North Dakota

Embarking on the exciting journey of starting an LLC in North Dakota (also known as The Peace Garden State) involves obtaining Articles of Organization for your LLC, a crucial step for official recognition and compliance. Our comprehensive guide simplifies this process, offering step-by-step instructions on how to file Articles of Organization in North Dakota and ensuring seamless interactions with the Secretary of State.

With LLCBase by your side, leave confusion and uncertainty behind as we provide expert guidance, helping you navigate North Dakota’s requirements and best practices. Let’s dive in and kickstart your successful business venture in the vibrant North Dakota landscape!

File Articles of Organization

What is Articles of Organization

Articles of Organization is a crucial legal document required to establish your LLC in North Dakota and ensure it is recognized as a legitimate business entity. This foundational document contains vital information about your business, such as its official name, Registered Agent, members’ names, and their respective ownership percentages. It may also outline the business purpose, management structure, and other relevant details.

By filing your Articles of Organization with the appropriate state agency, you officially register your LLC, granting it legal status and protections specific to your jurisdiction. Once the document is approved, your LLC can begin operating, enter into contracts, and enjoy the limited liability and operational flexibility offered by North Dakota’s laws and regulations. It is essential to keep your Articles of Organization up-to-date with any changes in your business structure and comply with the state’s ongoing requirements to maintain your LLC’s good standing.

How to File North Dakota Articles of Organization

Should you be interested in filing your North Dakota Articles of Organization, we’ve laid out clear and simple steps to guide you through the process. We have also compiled a list of the best LLC services in North Dakota to assist you with your Articles of Organization filing.

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Step 1: Go to the North Dakota Secretary of State

Before you start a business in North Dakota and file your Articles of Organization, you need to determine the filing requirements. You can visit your North Dakota Secretary of State‘s website to find out what forms you must fill out and what information you need to provide. Some states may require additional forms or documents to be filed along with your Articles of Organization, so it’s important to research before starting the process.

Step 2: Gather All Information Needed

Once you know what forms you must complete, you must gather all the information required to complete the Articles of Organization document. Some of the information you’ll need includes your LLC’s name and address, Registered Agent information, and member information (if applicable). It’s important to ensure that all your information is accurate and up-to-date.

Requirements for Obtaining North Dakota Articles of Organization:

  • Choose a unique and compliant LLC name and reserve it with the North Dakota Secretary of State, if necessary. Note that the 1 year and the respective fees ($10 for online, $10 for mail) may vary.
  • Appoint Registered Agent who resides in North Dakota or is authorized to do business in North Dakota.
  • Obtain an EIN in North Dakota from the Internal Revenue Service (IRS) for your LLC.
  • Register for state taxes with the North Dakota Office of State Tax Commissioner.
  • If required, file your annual report in North Dakota and pay the associated $50. Be aware of the 1 year (15th November every year) deadline to avoid fines.

Step 3: Complete the Application

Once you have all the necessary information, you can start filling out the Articles of Organization application. This crucial document is typically found on the North Dakota Secretary of State‘s website, providing a user-friendly platform for completing the required fields. As you fill out the application, provide accurate and up-to-date information about your LLC, as this will form the foundation of your legal business registration.

In addition to completing the form, you will also be required to pay the $100 for online and by mail filing fee for filing your Articles of Organization. Remember that the fee amount may vary by state, so verifying the specific requirements for North Dakota is essential. Once you’ve accurately completed the application and submitted the necessary fee, you’ll be one step closer to officially establishing your LLC in North Dakota.

  • Online Filing: To file online, create an account or log in to the North Dakota Secretary of State website. Access the e-form, fill it out with the required information, and submit it directly on the site. Alternatively, you can download the PDF version of the form, complete it, and then upload it back onto the website for submission.
  • Offline Filing: If you prefer offline filing, mail or drop in the completed form to the North Dakota Secretary of State at North Dakota, 600 E Boulevard Avenue Dept 108, Bismarck ND 58505-0500.

Step 4: Follow Up on the Application Status

After you file your Articles of Organization, you’ll receive a confirmation from the state. This confirmation will include your LLC’s state identification number and other important information. It’s important to keep this confirmation on file for future reference. This may involve checking your filing status through the North Dakota Secretary of State website or contacting their office directly for updates.

When setting up an LLC, an LLC Formation Service is a one-stop solution that can help you prepare and file the Articles of Organization, the document required for officially registering your LLC with the state. Their team of professionals ensures that your Articles of Organization contains all the necessary information and adheres to state-specific regulations, ensuring a smooth registration process.

Recommended: By entrusting this essential task to an LLC Formation Service, you’ll save time and effort while gaining peace of mind knowing that your LLC is being formed correctly and in compliance with state requirements. We recommend –

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Important Information in Articles of Organization

Your North Dakota Articles of Organization is a legal document that contains important information about your LLC. Here’s a closer look at what information you can expect to find in your Articles of Organization:

  • LLC’s Name and Address: Your LLC’s name and address will be listed on the Articles of Organization. You’ve chosen this name for your business, which should be unique and not already taken by another business in the state. Your LLC’s address is the physical location of your business, and it can be a home address, office address, or virtual address.
  • Registered Agent Information: Every LLC in North Dakota must have Registered Agent responsible for receiving legal and tax documents on behalf of the LLC. Your Registered Agent’s name and address will be listed on the Articles of Organization. This can be an individual who lives in the state or a professional Registered Agent service in North Dakota you’ve hired to handle this responsibility.
  • Member Information: If your LLC has members, their names and addresses will be listed on the Articles of Organization. Members are the owners of the LLC, and they can be individuals, other businesses, or even other LLCs. If your LLC is a single-member LLC in North Dakota, you won’t have any member information to provide.
  • Purpose of Your LLC: The purpose of your LLC is a brief statement that describes what your business does. This can be a general statement that covers all your business activities or is more specific to a certain type of product or service.
  • Duration of Your LLC: Your LLC can be formed for a specific period or be perpetual. If your LLC is formed for a specific period of time, the Articles of Organization will state the start and end date of your LLC.
  • Filer’s Name and Address: The name and address of the person who is filing the Articles of Organization will also be listed. This person is responsible for submitting the document to the state government and paying the necessary fees.

By including this information in your North Dakota Articles of Organization, you can ensure that the state government legally establishes and recognizes your LLC.

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Who Should Obtain Articles of Organization

The Articles of Organization is required for anyone who wants to form an LLC in North Dakota. This includes entrepreneurs, small business owners, and anyone else who wants to start a business in the state. Whether starting a new business or converting a sole proprietor business to an LLC in North Dakota, you’ll need to file your Articles of Organization with the state to establish your business as an LLC legally.

LLCs are popular for small businesses because they offer several benefits, including limited liability protection and pass-through taxation. By forming an LLC, you can protect your personal assets from business-related liabilities and avoid double taxation on your income.

However, you’ll need to obtain your Articles of Organization from the state to take advantage of these benefits. This document legally establishes your LLC, and it’s required to open a business bank account, obtain North Dakota business licenses and permits, and enter into contracts with suppliers, vendors, and customers.

FAQs

What is a Certificate of Formation in North Dakota?
A Certificate of Formation in North Dakota is a legal document that officially forms a North Dakota Limited Liability Company (LLC).
Who can file a Certificate of Formation in North Dakota?
Anyone who is forming a North Dakota LLC can file a Certificate of Formation in North Dakota.
What is the filing fee for a Certificate of Formation in North Dakota?
The filing fee for a Certificate of Formation in North Dakota is $135 as of 2021.
How can I pay the filing fee for a Certificate of Formation in North Dakota?
You can pay the filing fee for a Certificate of Formation in North Dakota by check, money order, or credit card.
What information do I need to provide in a Certificate of Formation in North Dakota?
You will need to provide the name of your LLC, the address of the LLC’s principal office, the name and address of the registered agent of the LLC, and the names and addresses of the LLC’s organizers/managers.
Can I file a Certificate of Formation in North Dakota online?
Yes, you can file a Certificate of Formation in North Dakota online via the North Dakota Secretary of State’s website.
What is the turnaround time for filing a Certificate of Formation in North Dakota?
The turnaround time for filing a Certificate of Formation in North Dakota is generally 2-4 weeks.
Who is responsible for managing a North Dakota LLC?
The LLC’s managers or members are responsible for managing a North Dakota LLC.
What is a registered agent in North Dakota?
A registered agent in North Dakota is a person or business that is authorized to accept legal documents on behalf of an LLC.
Can I name myself as the registered agent of my North Dakota LLC?
Yes, you can name yourself as the registered agent of your North Dakota LLC.
What is the principal office of a North Dakota LLC?
The principal office of a North Dakota LLC is the main physical address where the business is located.
Do I need to provide a business plan with my Certificate of Formation in North Dakota?
No, you do not need to provide a business plan with your Certificate of Formation in North Dakota.
What should I do if I need help filing a Certificate of Formation in North Dakota?
You can contact the North Dakota Secretary of State’s Office for assistance with filing a Certificate of Formation in North Dakota.
Is a Certificate of Formation the same thing as Articles of Organization in North Dakota?
Yes, a Certificate of Formation and Articles of Organization are the same thing in North Dakota.
How many members can a North Dakota LLC have?
A North Dakota LLC can have one or more members.
Is it necessary to obtain a business license in North Dakota to form an LLC?
In some cases, it may be necessary to obtain a business license in North Dakota to form an LLC. It is recommended that you check with your local county or city government office to determine what licenses may be required.
Do I need to live in North Dakota to form an LLC there?
No, you do not need to live in North Dakota to form an LLC there.
How long does a North Dakota LLC stay active?
A North Dakota LLC stays active until it is dissolved.
Can a North Dakota LLC change its name later?
Yes, a North Dakota LLC can change its name later by filing a Certificate of Amendment with the North Dakota Secretary of State’s Office.
Can an LLC be taxed as an S corporation in North Dakota?
Yes, an LLC can be taxed as an S corporation in North Dakota if certain requirements are met.
Do I need to file an annual report for my North Dakota LLC?
Yes, you need to file an annual report for your North Dakota LLC each year.
When is the annual report due for a North Dakota LLC?
The annual report for a North Dakota LLC is due by November 15th of each year.
What happens if I don’t file an annual report for my North Dakota LLC?
Failure to file an annual report for your North Dakota LLC can result in your LLC being administratively dissolved.
Can I file a Certificate of Authority in North Dakota if I have an LLC formed in another state?
Yes, you can file a Certificate of Authority in North Dakota if you have an LLC formed in another state and want to do business in North Dakota.
What is foreign qualification in North Dakota?
Foreign qualification in North Dakota is the process of creating authority to do business in North Dakota when you have an LLC organized in another state.
How do I dissolve a North Dakota LLC?
You can dissolve a North Dakota LLC by filing Articles of Dissolution with the North Dakota Secretary of State’s Office.
Can I reinstate a North Dakota LLC that has been dissolved?
Yes, you can reinstate a North Dakota LLC that has been dissolved by filing a Certificate of Reinstatement with the North Dakota Secretary of State’s Office.
How long does it take for a North Dakota LLC to be dissolved?
It takes about 90 days for a North Dakota LLC to be dissolved after Articles of Dissolution are filed with the North Dakota Secretary of State’s Office.
What is a Certificate of Formation?
A Certificate of Formation is a legal document that officially recognizes the creation of a new corporation or LLC.
Where can I file a Certificate of Formation in North Dakota?
You can file a Certificate of Formation with the North Dakota Secretary of State.
What are the requirements to file a Certificate of Formation in North Dakota?
The requirements may vary based on the type of entity you are forming, but generally involve providing basic information about the business, along with a filing fee.
How much does it cost to file a Certificate of Formation in North Dakota?
The filing fee for a Certificate of Formation in North Dakota varies depending on the type of entity being formed, but generally ranges from $70 to $135.
What types of statutes govern the filing of a Certificate of Formation in North Dakota?
The North Dakota Century Code governs the filing of a Certificate of Formation in North Dakota.
Can I file a Certificate of Formation online in North Dakota?
Yes, you can file a Certificate of Formation online through the North Dakota Secretary of State’s website.
What is the turnaround time for processing a filed Certificate of Formation in North Dakota?
The turnaround time for processing a filed Certificate of Formation in North Dakota can vary, but online filings generally have a faster processing time than mail-in filings.
Where can I find a copy of the North Dakota Certificate of Formation form?
You can download a copy of the North Dakota Certificate of Formation form from the North Dakota Secretary of State’s website.
Do I need an attorney to file a Certificate of Formation in North Dakota?
No, you do not need an attorney to file a Certificate of Formation in North Dakota, but it may be helpful to consult with a business attorney to ensure compliance with all relevant laws and regulations.
Can I change or amend my Certificate of Formation in North Dakota after it has been filed?
Yes, you can change or amend your Certificate of Formation in North Dakota by filing the appropriate paperwork with the Secretary of State.
What information is required to complete a North Dakota Certificate of Formation?
The information required to complete a North Dakota Certificate of Formation includes the name of the entity, the members or managers, the registered agent, the purpose of the entity, and the effective date.
How do I choose a name for my entity in North Dakota?
Before completing your Certificate of Formation in North Dakota, you should search the North Dakota Secretary of State’s database to ensure that the name you choose is available and not already in use by another entity.
Can I reserve a name for my entity in North Dakota before I file my Certificate of Formation?
Yes, you can reserve a name for your entity in North Dakota for up to 120 days by filing a Name Reservation application with the Secretary of State.
Can I have more than one registered agent for my entity in North Dakota?
No, you must only have one registered agent for your entity in North Dakota, although that registered agent can be an individual or a registered North Dakota business.
What is the purpose or mission of my entity in North Dakota?
The purpose or mission of your entity in North Dakota can be any lawful purpose, subject to any specific requirements outlined in the North Dakota Century Code.
Can I have a foreign-sounding or non-English name for my entity in North Dakota?
Yes, you can have a foreign-sounding or non-English name for your entity in North Dakota, as long as it is not offensive or violates any other applicable laws.
Do I need to obtain any specific licenses or permits for my entity in North Dakota?
Yes, depending on the nature of your entity and the industry or sector in which it operates, you may need to obtain specific licenses or permits from the North Dakota state government.
Can I file multiple Certificates of Formation for one entity in North Dakota?
No, you can only file one Certificate of Formation for one entity in North Dakota.
Can I operate multiple businesses or brands under one entity in North Dakota?
Yes, you can operate multiple businesses or brands under one entity in North Dakota as long as they are all related to the same mission and purpose outlined in your Certificate of Formation.
How do I dissolve my entity in North Dakota?
To dissolve your entity in North Dakota, you will need to file a Certificate of Dissolution with the Secretary of State.
Are there any ongoing reporting and compliance requirements for entities in North Dakota?
Yes, entities in North Dakota are required to file annual reports with the Secretary of State and comply with other regulations and laws applicable to their industry or sector.
How can I renew my entity in North Dakota?
To renew your entity in North Dakota, you will need to file an annual report and pay the associated fee with the Secretary of State.
How do I get an EIN for my entity in North Dakota?
You can obtain an EIN for your entity in North Dakota by applying online through the IRS website.
What is an operating agreement for my entity in North Dakota?
An operating agreement for your entity in North Dakota is a legal document that outlines the management structure, governance, and rules of operation for your LLC.
Do I need to have an operating agreement for my LLC in North Dakota?
While it is not required by law to have an operating agreement for your LLC in North Dakota, it is highly recommended as it can help you establish clear rules, responsibilities, and expectations for all members or managers.
What is an S-corp election for my LLC in North Dakota?
An S-corp election for your LLC in North Dakota allows your LLC to be treated as an S-corporation for federal income tax purposes.
How do I file for an S-corp election for my LLC in North Dakota?
To file for an S-corp election for your LLC in North Dakota, you will need to submit Form 2553 to the IRS.
Can my LLC be taxed as an S-corp in North Dakota?
Yes, permits the use of the single-member LLC as long as it follows all federal requirements and North Dakota state protocols.
Can a foreign entity file a Certificate of Formation in North Dakota?
Yes, foreign entities can file a Certificate of Authority with the Secretary of State in North Dakota to conduct business in the state.

Also Read

Can You Change or Modify Your North Dakota LLC Articles of Organization?

Starting a business can be an exciting endeavor, requiring careful planning and legal considerations. One popular legal structure for small businesses is the Limited Liability Company (LLC), which provides owners with both the limited liability protection of a corporation and the flexibility of a partnership. In North Dakota, forming an LLC involves filing Articles of Organization with the Secretary of State. But what if circumstances change and you need to modify your LLC’s Articles of Organization? Can you make changes to this crucial document?

The good news for North Dakota LLC owners is that there is a process in place to amend or modify the Articles of Organization. Similar to other states, North Dakota recognizes that businesses may experience growth, transformation, or unforeseen changes; therefore, it permits LLC owners to make changes to their organizational document. The option to modify your Articles of Organization ensures that your LLC remains aligned with your business goals, aspirations, and evolving needs.

To initiate this process, you must file Articles of Amendment with the North Dakota Secretary of State. This document requires certain critical information regarding the amendments you want to make in your LLC’s Articles of Organization. Some examples of potential modifications could include changes to the LLC’s name, the registered agent or registered office, purpose of the LLC, its duration, or management structure.

It is essential to note that when preparing the Articles of Amendment, clarity and accuracy are key. Any ambiguity or mistakes may result in delays or rejections, prolonging the process. Therefore, it is prudent to exercise caution while completing this document and ensure its compliance with the North Dakota laws and regulations governing LLCs.

Once you have completed the necessary paperwork, including the Articles of Amendment, you must submit them to the Secretary of State along with the required filing fee. The Secretary of State’s office will review your application and, if it meets all the prerequisites, will register the amended Articles of Organization, incorporating your desired changes into the official record of your LLC’s formation documents.

It is crucial to remember that for any amendments you make to become legally effective, you must receive approval from the Secretary of State. It is advisable to seek legal counsel or consult with a professional to ensure compliance with the relevant laws and to prevent any inadvertent legal pitfalls or risks to your LLC.

Change is the only constant, and businesses must adapt accordingly. Fortunately, in North Dakota, LLC owners are granted the opportunity to modify their Articles of Organization to reflect changes in their organizations. Pipes and structures may be replaced, and expansion and improvement may become necessary. The ability to tailor your LLC’s organizational document is one of the strengths of this business entity, allowing entrepreneurs to adapt to circumstances while maintaining limited liability protection.

In conclusion, it is vital for North Dakota LLC owners to understand that they can change or modify their Articles of Organization. By going through the process of amending this significant document, LLC owners demonstrate readiness to respond to challenges and embrace opportunities for growth. So, if you find that your LLC’s Articles of Organization no longer align with your business vision, don’t fret. Instead, familiarize yourself with the process, consult professionals if needed, and explore the possibilities of modifying your LLC’s Articles to create a better future for your business venture.

Conclusion

As you reach the end of this journey towards establishing your LLC in North Dakota, remember that securing Articles of Organization is a significant milestone in your entrepreneurial adventure. Following the steps outlined in this guide and diligently ensuring all the necessary requirements are met, you’re setting a strong foundation for your business. With this, you’ll easily navigate the legal landscape, allowing you to focus on what truly matters – growing and nurturing your enterprise. So, here’s to your success and the exciting opportunities in North Dakota.

Don’t hesitate to visit LLCBase for more information, resources, and expert guidance on starting and growing your business in North Dakota. We’re here to support you every step of the way. Cheers to your new venture!

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