Converting Your North Dakota Sole Proprietorship to an LLC in 2024

As a small business owner in North Dakota, you may have started your business as a sole proprietorship due to its simplicity and low initial costs. However, as your business grows, you may want to start an LLC in North Dakota, which is more suitable for your needs. Converting your North Dakota sole proprietorship to an LLC can protect your assets and optimize your business’s growth potential.

In this comprehensive guide, Webinarcare Editorial Team will walk you through the step-by-step process of Converting your North Dakota Sole Proprietorship to an LLC, enabling you to make an informed decision for your business.

What is a Sole Proprietorship and Limited Liability Company?

A sole proprietorship is the simplest and most common form of business ownership, where a single individual owns and operates the entire business. A sole proprietorship has no legal distinction between the owner and the business, meaning the owner is responsible for all the business’s debts, liabilities, and obligations. 

On the other hand, a Limited Liability Company (LLC) is a legal business structure that combines the limited liability protection of a corporation with the pass-through taxation of a sole proprietorship or partnership. This means the owners, known as members, are not personally responsible for the company’s debts and liabilities. The company’s profits and losses are reported on the members’ tax returns. We reviewed some of the Best LLC Services and provided features as an add-on with their packages for you to check out.

Having a sole properietorship had given you freedom and comfortability, but, starting an LLC in North Dakota has a lot to offer, which is why it is a highly recommended business structure. It is suggested that you speak with a legal professional first before you begin coverting your sole proprietorship to an LLC. They will understand what’s best for you and your company.

– WEBINARCARE EDITORIAL TEAM

Steps on Converting North Dakota Sole Proprietorship to an LLC

To convert North Dakota sole proprietorship to an LLC, you must follow the guidelines that include choosing a name for your LLC, appointing a Registered Agent, preparing for the Articles of Organization, creating an Operating Agreement, obtaining an EIN, opening a business bank account, registering for state tax and licenses, and lastly, informing clients and vendors of conversation.

Step 1: Choose A Name For Your LLC

The first step in converting your sole proprietorship to an LLC is selecting a unique and distinguishable name for your new entity. In North Dakota, there are specific naming requirements and restrictions that you must adhere to when choosing your LLC’s name:

• The name must include “Limited Liability Company,” “LLC,” or “LLC.“
• The name cannot include words or phrases that imply the company is engaged in activities it is not authorized to conduct.
• The name must be distinct from other registered businesses in North Dakota.

In North Dakota, if you do not wish to file your LLC right away but want to hold the name that you have decided on, then you can reserve your LLC name for 1 year. You must file a name reservation application in the North Dakota Secretary of State to keep the name. 

You can register your business under a different legal name if your preferred name isn’t available. Once you have chosen a name, you can submit an application for a DBA (doing business as). In this manner, you can choose any name you desire for your business. A DBA allows a company to operate under the name of the person or entity who owns it. If you have decided to file for North Dakota DBA, you can file it in two methods, by mail and in person. However, before filing a DBA, you should know that you need to renew your DBA from up to five years, which costs around $25.

You can check the availability of your desired business name by searching the North Dakota Secretary of State Business Records Search‘s website.

Step 2: Appoint a Registered Agent

In North Dakota, all LLCs are required to appoint a Registered Agent. Registered Agent is a person or entity responsible for receiving and forwarding legal and tax documents on behalf of your North Dakota LLC, such as service of process, North Dakota Annual Report, and state tax notifications. Your Registered Agent must have a physical address in North Dakota and be available during regular business hours. In North Dakota, the cost of Registered Agent usually ranges from $50 – $150.

When selecting a Registered Agent, consider their reliability, knowledge of state requirements, and ability to manage sensitive legal documents. You can serve as your own Registered Agent, appoint another individual, or hire the Best Registered Agent Service.

Step 3: Prepare and File the North Dakota Articles of Organization

To officially form your North Dakota LLC, you must prepare and file North Dakota Articles of Organization with the North Dakota Secretary of State. The Articles of Organization is a legal document that outlines essential information about your  North Dakota LLC, including:

• The LLC’s name
• The Registered Agent’s name and address
• The LLC’s purpose
• The LLC’s duration (perpetual or for a specific term)
• The names and addresses of the initial members or managers

In North Dakota, the filing fee for the Articles of Organization is $135. You can submit the document online through the North Dakota Secretary of State’s website or by mail. Processing times may vary, so check the website for current information.

Step 4: Create an Operating Agreement

Although not legally required, North Dakota Operating Agreement is a crucial document that outlines the structure, management, and financial arrangements of your North Dakota LLC. The operating agreement should include the following:

• The roles and responsibilities of members and managers.
• The process for admitting or removing members.
• The allocation of profits and losses among members.
• The procedure for making major decisions.
• The process for dissolving the LLC.

Having a written North Dakota operating agreement can help prevent disputes and ensure a smooth operation of your LLC. It is advisable to work with North Dakota Business Attorney to draft an operating agreement that meets the specific needs of your business and complies with North Dakota laws.

Step 5: Obtain an Employer Identification Number (EIN)

An Employer Identification Number (EIN) in North Dakota, or Federal Tax Identification Number, is a unique nine-digit number issued by the Internal Revenue Service (IRS) to identify your business for tax purposes. With an EIN, you can open a business bank account, file tax returns, and hire employees.

To obtain an EIN for your North Dakota LLC, you can apply online on the IRS website, by mail, or by fax. The online application process is the fastest and most convenient method, as you will receive your EIN immediately upon completing the application. There is no fee to obtain an EIN.

The application of an EIN in North Dakota can be through the following:

• Apply Online- The online EIN application is the preferred method for customers to apply for and obtain an EIN.
• Apply by Fax- Taxpayers can fax the completed Form SS-4 application to the appropriate fax number), after ensuring that the Form SS-4 contains all of the required information.
• Apply by Mail- The EIN application Form SS-4 can be filed via mail. The processing time frame to receive the mail is four weeks.
• Apply by Telephone-International Applicants – International applicants may call 267-941-1099 (not a toll-free number) from 6 a.m. to 11 p.m. (Eastern Time) Monday through Friday to obtain their EIN.

Recommended: Professional services have the EIN included in their LLC formation package. We recommend using –

LegalZoom – ($0 + State Fee for LLC formation)

Step 6: Opening of North Dakota Business Bank Account

When converting your sole proprietorship to an LLC, separating your personal and business finances is essential by opening a dedicated business bank account. North Dakota business bank account helps maintain limited liability protection and makes managing your business’s finances and taxes easier.

To open a business bank account in North Dakota, you will need the following documentation:

• Your LLC’s Certificate of Formation
• Your LLC’s EIN
• Your LLC’s operating agreement (if applicable)
• A resolution authorizing the opening of the account (if required by the bank)

You can check out the Best Banks in North Dakota, which offers the best fees, services, and convenience for your business needs.

Step 7: Register for North Dakota Taxes and Licenses

As an LLC in North Dakota, your business may be subject to various state taxes and licenses, depending on the nature of your operations. Common taxes and licenses include:

• Sales Tax: If your LLC sells taxable goods or services, you must register for North Dakota sales tax permit and collect sales tax from your customers.
• Employer Taxes: If your LLC has employees, you may be required to register for North Dakota unemployment insurance and workers’ compensation coverage.
• Business License: North Dakota Business License is a legal document granted by a state government body that permits you to conduct business within the area under its jurisdiction. The price of business licenses and permits in North Dakota ranges from $50 – $300.

To ensure you comply with all applicable North Dakota tax and licensing requirements, you can check out the North Dakota Office of State Tax Commissioner for more information.

Step 8: Inform Clients and Vendors of the Conversion

After converting your North Dakota sole proprietorship to an LLC, you must inform your clients, vendors, and other business contacts of the change. Update your contracts, invoices, and marketing materials with your new LLC name, and communicate the transition to ensure a smooth and professional process.

Ongoing Compliance For North Dakota LLCs

As an LLC in North Dakota, you are subject to ongoing compliance and reporting requirements, including:

• Filing Annual Report with the North Dakota Secretary of State and pay the associated fee and which you can pay every 1 year (15th November every year).
• Maintaining accurate and up-to-date records of your North Dakota LLC’s finances, meetings, and decisions. You can manage your finances using spreadsheets, accounting software, or becoming a CPA in North Dakota.
• Adhering to any industry-specific licensing and regulatory requirements.

Benefits of Converting North Dakota Sole Proprietorship to an LLC

In converting North Dakota Sole Proprietorship, there are benefits that you should consider. Here are the benefits you must know before converting your sole proprietorship:

Limited Liability Protection

Converting a sole proprietorship to an LLC provides limited liability protection for the business owner. This means that the owner’s assets (such as their home or car) are separate from the business assets and are protected from being seized to pay off business debts or in case of a lawsuit.

Credibility and Professionalism

North Dakota LLC can help improve the credibility and professionalism of the business. Many customers and suppliers prefer dealing with an LLC, which shows commitment and stability.

Tax Flexibility

With North Dakota LLC, you can choose how your business will be taxed. It can be taxed as a sole proprietorship, a partnership, or a corporation. This allows you to choose the tax structure that best fits your business and may result in potential tax savings.

Easier Access to Funding

North Dakota LLC may have an easier time obtaining funding from banks and investors than a sole proprietorship. Many lenders and investors prefer to work with an LLC, as it demonstrates a commitment to the business and provides legal protection.

Ownership and Management Flexibility

North Dakota LLC allows you to have multiple owners (called members) and to divide ownership and management responsibilities among them. This can make growing your business easier or bring in new partners.

Enhanced Privacy

In some states, such as North Dakota, an LLC can offer more privacy than a sole proprietorship. This is because the business owner’s personal information may not be as public as it would be with a sole proprietorship.

Easier Transfer of Ownership

With North Dakota LLC, transferring business ownership to another person or entity is generally easier. This can be beneficial if you decide to sell your business, bring on new partners, or plan for succession.

Continuity of Existence

Unlike a sole proprietorship, which ceases to exist upon the death or incapacity of the owner, North Dakota LLC can continue to operate even if the owner passes away or becomes incapacitated. This provides stability and continuity for the business and its employees.

Compliance with North Dakota Requirements

Some states require certain types of businesses, such as those in the professional services industry, to operate as North Dakota LLC or another corporate entity. Converting your sole proprietorship to an LLC in North Dakota ensures that your business complies with these regulations and avoids potential legal issues.

Access to Additional Benefits

North Dakota LLC may be eligible for additional benefits, such as state-specific tax incentives or credits, not available to sole proprietorships. These benefits can help reduce your tax burden and support the growth of your business.

In summary, converting a sole proprietorship to an LLC in North Dakota can provide significant benefits, including limited liability protection, tax flexibility, increased credibility, and easier access to funding. It’s essential to carefully consider these advantages and consult with a legal or tax professional before deciding to convert your business structure.

FAQs

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Conclusion

Converting your North Dakota sole proprietorship to an LLC is a significant decision that can provide valuable benefits, such as limited liability protection, tax advantages, and enhanced credibility. Following the steps outlined in this guide and consulting with legal and financial professionals, you can successfully navigate the conversion process and position your business for future growth and success.