How to Start a Foreign LLC Registration in North Dakota | Expanding Horizons


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Start a Foreign LLC in North Dakota

If you are planning to start an LLC, operating across other state borders can be lucrative. However, it is crucial to understand the legal requirements and processes involved in expanding your business to another state. 

In this article, Webinarcare Editorial Team will provide a comprehensive guide on starting a foreign LLC registration in North Dakota, detailing the steps, eligibility requirements, and essential considerations for companies looking to operate in the North Dakota jurisdiction. You must be guided by all the factors gathered in this article.

What is a Foreign LLC?

A foreign LLC is an LLC that was initially formed in one state but sought to conduct business in another state. It is essential to note that a foreign LLC is not an LLC formed outside the United States; it refers to one formed in a different state.

To operate legally in North Dakota, a foreign LLC must register with the North Dakota Secretary of State and adhere to the necessary regulations and requirements. This often involves filing paperwork, paying fees, and designating a Registered Agent to receive legal documents on behalf of the company.

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Before you start a foreign LLC registration, it is advised that you consult with a legal expert. They will be aware of what’s best for you and your business. You can always start an LLC in North Dakota, if you wish to protect your personal assets from business debts.

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How to Start a Foreign LLC Registration in North Dakota

Once you have confirmed that your LLC meets the eligibility requirements, follow these steps to register your foreign LLC in North Dakota:

Step 1: Obtain Certificate of Good Standing From The Original Articles of Organization

A Certificate of Good Standing is a document issued by the North Dakota Secretary of State or a similar government agency in each state. It verifies that a business entity, such as a corporation or limited liability company (LLC), is legally registered and authorized to conduct business within the state. The certificate also confirms that the business complies with state regulations and is up-to-date with its tax and reporting obligations.

To obtain a Certificate of Good Standing, you typically need to request it from the North Dakota Secretary of State. Visit their website to request a Certificate of Good Standing. 

Step 2: Appoint a Registered Agent

A Registered Agent is a person or company that serves as your LLC’s official point of contact with the North Dakota government. This individual or entity is responsible for receiving legal documents, tax notices, and other official communications on behalf of your LLC. The Registered Agent must have a physical address in North Dakota and be available during regular business hours.

In North Dakota, your Registered Agent must:

  • Be a resident of North Dakota or a business entity authorized to do business there.
  • Have a physical address in North Dakota (P.O. boxes are not acceptable)

It’s essential to choose a reliable and responsible North Dakota Registered Agent, as failure to receive and respond to legal documents can have serious consequences for your business. 

You can serve as your own Registered Agent or appoint a friend or family member, or hire a Professional North Dakota Registered Agent Services.

Step 3: Complete and File an Application for Registration

This application will require you to provide information about your LLC, such as its name, original Articles of Organization, principal office address, and Registered Agent information. Additionally, you will likely need to submit a copy of your Certificate of Good Standing and pay a filing fee of $135.

Step 4: Comply with North Dakota Tax and Reporting Requirements

After registering your foreign LLC, you may need to obtain a Tax Identification Number and register for applicable sales and use taxes. Furthermore, your LLC will likely be required to file Annual Reports with the North Dakota Secretary of State. Also, your Registered Agent must provide updated information about your company’s operations and financial status. Be sure to maintain proper records and documentation to ensure compliance with these requirements.

Here are the different TIN:

  • Social Security number “SSN
  • Employer Identification Number “EIN
  • Individual Taxpayer Identification Number “ITIN
  • Taxpayer Identification Number for Pending U.S. Adoptions “ATIN
  • Preparer Taxpayer Identification Number “PTIN

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

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Additional Requirements and Considerations for Foreign LLCs in North Dakota

In addition to the steps listed above, foreign LLCs operating in North Dakota should also be aware of the following requirements and considerations:

Obtain Necessary Licenses and Permits

Depending on your business’s nature, you may need to secure state and local licenses and permits to operate legally in North Dakota. The business license fee in North Dakota ranges from $50 – $300, which can be paid in the North Dakota Secretary of State.

Comply with Employment Laws and Regulations

If your LLC hires employees in North Dakota, be prepared to adhere to employment laws and regulations, such as workers’ compensation insurance, unemployment insurance, and employee rights and protections.

Maintain a Physical Presence in North Dakota

Depending on your business’s nature, you may need to establish a physical presence in North Dakota, such as an office, storefront, or warehouse. Alternatively, consider utilizing virtual office services or coworking spaces to satisfy this requirement.

Eligibility Requirements for Registering a Foreign LLC in North Dakota

Before initiating the registration process, ensure that your LLC meets the following eligibility requirements:

1. Your LLC must be validly existing and in good standing in its original Articles of Organization. 

Your LLC has complied with all the necessary regulations, tax requirements, and annual reporting in its home state.

2. Your LLC’s name must be unique and distinguishable from other registered business entities in North Dakota. 

In North Dakota, if you do not wish to file your North Dakota LLC right away but want to hold the name that you have decided on, then you can reserve your LLC name for about 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 North Dakota. 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.

You can check the availability of your desired business name by searching the North Dakota Secretary of State Business Records Search‘s website or conducting a Business Name Search in North Dakota

Recommended: Embark on your entrepreneurial journey confidently and affordably with LegalZoom’s DBA service, the beacon that guides businesses to credible branding and comprehensive compliance. Discover how effortless success can truly be!

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Why Register a Foreign LLC in North Dakota?

By registering a foreign LLC in North Dakota, you can legally operate your business, enforce contracts, and access the benefits of the market. This registration also ensures that your business complies with North Dakota laws and regulations, protecting your company from potential legal and financial penalties for operating without proper authorization. Registering as a foreign LLC in North Dakota offers various benefits:

  • Legal Compliance: Registering as a foreign LLC ensures your business complies with North Dakota’s laws and regulations. Failure to register may result in penalties, fines, and the inability to enforce contracts in the state’s courts.
  • Protection of Limited Liability: Registering your LLC in North Dakota helps maintain limited liability protection for the owners, shielding them from personal liability for the company’s debts and obligations.
  • Access to Local Markets: Registering as a foreign LLC allows your business to operate legally and access the markets within North Dakota. This can help expand your customer base, form partnerships, and increase revenue.
  • Reputation and Credibility: Foreign registration demonstrates that your business is in good standing and compliant with local regulations. This can enhance your company’s reputation and credibility with customers, suppliers, and partners in North Dakota.
  • Access to Local Resources: By registering as a foreign LLC in North Dakota, your business can benefit from local resources, such as state-specific grants, loans, or tax incentives tailored for businesses operating within the state.
  • Legal Representation: Registering as a foreign LLC requires you to designate a Registered Agent within North Dakota. The Registered Agent serves as a point of contact for receiving legal documents and notices, ensuring that your business knows any legal matters requiring attention.

Difference Between Foreign LLC and Domestic LLC

A local (domestic) LLC is formed and registered in the state where it primarily conducts its business. The process of setting up a domestic LLC involves filing Articles of Organization with the North Dakota Secretary of State’s office in that state and adhering to the state-specific regulations and requirements for LLC formation.

On the other hand, a foreign LLC is an LLC originally formed in one state (its domestic state) but wants to conduct business in another state. To operate legally in the new state, the foreign LLC must register with the North Dakota Secretary of State’s office by filing an Application for Registration or a similar document. This registration process ensures that the foreign LLC complies with the new state’s laws and regulations.

Consequences of Not Registering a Foreign LLC in North Dakota

Failing to register your foreign LLC in North Dakota can result in several negative consequences, including legal and financial penalties, the inability to enforce contracts in North Dakota courts, and damage to your business’s reputation. By registering your foreign LLC and complying with North Dakota regulations, you can avoid these pitfalls and focus on growing your business.

Can a Non-U.S Citizen Operate a Foreign LLC in North Dakota?

A non-U.S. citizen can operate a foreign LLC in North Dakota. The United States generally allows non-U.S. citizens and non-residents to own and operate LLCs, including foreign LLCs registered to do business in a specific state. 

However, certain requirements and restrictions may vary depending on the state or type of business. For example, some states may require a foreign LLC to have a Registered Agent who is a resident of that state or a business entity authorized to do business in North Dakota, which can help manage legal and administrative tasks on behalf of the LLC.

A foreign LLC in the U.S. may have tax implications for non-U.S. citizens. It is advisable to consult with a tax professional or attorney to ensure compliance with U.S. and state tax laws.

FAQs

What is a foreign LLC in North Dakota?
A foreign LLC is a limited liability company formed in another state or country that wants to do business in North Dakota.
How do I register my foreign LLC in North Dakota?
You need to file a foreign LLC registration with the North Dakota Secretary of State.
Is the process of registering a foreign LLC in North Dakota complicated?
Not really, but it does require submitting some documents and paying a fee.
How much does it cost to register a foreign LLC in North Dakota?
The fee is $150.
Can I register online?
Yes, you can file your registration electronically using the North Dakota Secretary of State’s website.
Do I need a registered agent in North Dakota to register my foreign LLC?
Yes, you need to appoint and maintain a registered agent in North Dakota who can accept legal documents on your behalf.
Who can be a registered agent in North Dakota?
A registered agent can be anyone who is at least 18 years old, has a physical North Dakota address, and is available during business hours.
Can I be my own registered agent in North Dakota?
Yes, you can be your own registered agent in North Dakota, but it’s recommended to hire a professional service to avoid missing important notifications.
Is there a fee to appoint a registered agent in North Dakota?
No, you just need to include their name and contact information in your registration.
How long does the registration process take for a foreign LLC in North Dakota?
Generally, it takes 5-10 business days, depending on how you file and if there are any errors in your application.
Can I expedite the registration process for my foreign LLC in North Dakota?
Yes, you can expedite your registration by paying an additional fee.
What documents do I need to provide for registering a foreign LLC in North Dakota?
You need to provide the application form, a certificate of good standing from your home state, and a North Dakota registered agent acceptance form.
When is the best time to register my foreign LLC in North Dakota?
Ideally, you should register before you start doing business in North Dakota to avoid any legal issues.
Can I use my foreign LLC name in North Dakota?
Yes, if your name complies with North Dakota law and is available.
Can I change my foreign LLC name after registering in North Dakota?
Yes, you can do so by filing an amendment form with the North Dakota Secretary of State.
Do I need to pay North Dakota annual fees for my foreign LLC?
Yes, you need to pay an annual report fee of $50.
What happens if I don’t register my foreign LLC in North Dakota and start doing business there?
If you’re caught operating without registration, you may face fines, penalties, and lawsuits.
Do I need to get a North Dakota business license for my foreign LLC to operate there?
It depends on your business type, but some industries require permits or licenses.
What are the withholding tax rates for non-resident foreign LLCs in North Dakota?
If you have North Dakota-source income, you may be subject to a 4.47% withholding tax.
Are foreign LLCs from all countries eligible to do business in North Dakota?
Yes, as long as they comply with the state’s laws and regulations.
Is North Dakota a good choice for foreign LLCs?
North Dakota offers favorable tax laws, access to resources, and a friendly business environment, making it an attractive choice for foreign LLCs.
What kind of businesses are foreign LLCs mostly starting in North Dakota?
Many foreign LLCs are involved in oil and gas exploration, transportation, agriculture, and manufacturing.
What are the personal liability protections for foreign LLC owners in North Dakota?
Under North Dakota law, foreign LLC owners are generally not personally liable for business debts and obligations.
Do I need to have a physical office in North Dakota to register my foreign LLC?
No, you can use a virtual office or the services of a registered agent to comply with the requirement of a North Dakota address.
Are there any annual meeting requirements for foreign LLCs in North Dakota?
No, there are no annual meeting requirements for foreign LLCs in North Dakota.
How many members are required for a foreign LLC in North Dakota?
A foreign LLC can have any number of members, even if it’s just one.
Can a foreign LLC operate as a non-profit in North Dakota?
Yes, foreign LLCs can operate as non-profits if they meet the state’s requirements.
How does the North Dakota sales tax work for foreign LLCs?
Sales tax is generally collected at the point of sale and is based on the location of the buyer.
How do I learn more about registering a foreign LLC in North Dakota?
You can visit the North Dakota Secretary of State website or consult with a business lawyer.
Why would I want to start a foreign LLC in North Dakota?
North Dakota is known for its business-friendly environment, with low taxes and minimal regulations compared to other states.
Do I have to be a resident of North Dakota to start a foreign LLC?
No, you do not have to be a resident to start a foreign LLC in North Dakota.
What is a foreign LLC?
A foreign LLC is an LLC that was organized in another state or country and wants to do business in North Dakota.
Is there a fee to register my foreign LLC in North Dakota?
Yes, there is a $135 filing fee to register a foreign LLC in North Dakota.
What documents do I need to file to register my foreign LLC in North Dakota?
You will need to file a certificate of good standing or a similar document from your home state’s Secretary of State, along with a completed foreign LLC registration form.
Can I file my foreign LLC registration online?
Yes, you can file your foreign LLC registration online through the North Dakota Secretary of State website.
How long does it take to register a foreign LLC in North Dakota?
The process usually takes 2-4 weeks to complete.
Do I need a North Dakota registered agent for my foreign LLC?
Yes, you will need to appoint a registered agent in North Dakota for your foreign LLC.
Can I be my own registered agent for my foreign LLC in North Dakota?
Yes, but it is recommended that you appoint a professional registered agent to ensure that all legal notices and paperwork are correctly handled.
Are there any annual fees for a foreign LLC in North Dakota?
Yes, there is an annual report filing fee of $50 for foreign LLCs in North Dakota.
Do I have to file an annual report for my foreign LLC in North Dakota?
Yes, all foreign LLCs must file an annual report with the North Dakota Secretary of State.
Is there a deadline to file the annual report for my foreign LLC in North Dakota?
Yes, the annual report is due by November 15th of each year.
Can I change the name of my foreign LLC in North Dakota?
Yes, you can do a name change through the foreign LLC registration form instead of a separate document.
How do I dissolve my foreign LLC in North Dakota?
You will need to file a certificate of cancellation with the North Dakota Secretary of State.
Is there a fee to dissolve a foreign LLC in North Dakota?
Yes, there is a filing fee of $20 to dissolve a foreign LLC in North Dakota.
Do I need to file a tax return for my foreign LLC in North Dakota?
Yes, all foreign LLCs doing business in North Dakota must file a state tax return.
Is my foreign LLC required to pay state taxes in North Dakota?
Yes, your foreign LLC is subject to the North Dakota corporate income tax.
Can my foreign LLC elect to be taxed as an S corporation in North Dakota?
Yes, but you must first file IRS Form 2553 to elect to be taxed as an S corporation.
Are there any specialized business laws that foreign LLCs should know when operating in North Dakota?
Certain industries, such as oil and gas, may require specialized licenses or permits for foreign LLCs in North Dakota.
Does North Dakota have a minimum requirement for how much capital my foreign LLC needs to start?
No, North Dakota does not have a minimum capital requirement.
Are there any other regulatory requirements that foreign LLCs should be aware of when doing business in North Dakota?
North Dakota may require foreign LLCs to obtain a Certificate of Authority, which authorizes them to do business in the state.
Do I need to provide a physical address in North Dakota for my foreign LLC?
Yes, you must provide a physical street address in North Dakota for your registered agent.
Do I need to display my North Dakota LLC registration number on my business website?
No, there is no requirement to display your LLC registration number on your website.
Can I change my foreign LLC’s structure in North Dakota?
Yes, but you will need to comply with filing requirements in both your home state and North Dakota.
Are there any residency requirements that foreign LLCs need to be aware of when doing business in North Dakota?
No, North Dakota does not have any residency requirements for foreign LLCs.
How do I find more resources to help me start my foreign LLC in North Dakota?
The North Dakota Secretary of State’s website has a helpful guide for foreign LLCs starting a business in the state.

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Conclusion

Expanding your LLC’s operations to North Dakota can provide valuable opportunities for growth and success. Understanding and adhering to the foreign LLC registration process and requirements ensure that your business remains in good standing and operates legally within North Dakota jurisdiction. Utilize the resources and assistance available through the North Dakota Secretary of State and consult with legal or financial professionals to help navigate the registration process and maintain compliance with all necessary regulations.

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