Articles of Organization in North Dakota | How to File in 2024

Forming a Limited Liability Company (LLC) in North Dakota is popular for entrepreneurs looking to start or grow their businesses. LLCs offer numerous benefits, including limited liability protection for their owners and flexible management structures. One of the critical steps in forming an LLC is filing the Articles of Organization with the North Dakota Secretary of State. This article will provide a comprehensive guide on How to File Articles of Organization in North Dakota.

Webinarcare Editorial Team will help you understand the necessary steps to file for Articles of Organization. It would be best if all the factors in this article guided you.

What is Articles of Organization?

Articles of Organization is a legal document filed with the North Dakota Secretary of State to establish a Limited Liability Company (LLC) officially. The Articles of Organization contains essential information about the LLC, including its name, Registered Agent, and management structure. Once filed and approved by North Dakota, the LLC becomes a legally recognized business entity, separate from its owners, and benefits from limited liability protection and pass-through taxation.

The Articles of Organization typically contains the following information:

• Company name
• The effective date of the company
• The headquarters of the company
• The company’s goal
• The period of the company’s operations
• Copy of the name registration certificate for the company
• Registered Agent’s and organizers’ names and addresses
• At least one company employee

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LegalZoom – ($0 + State Fee)

How to File Articles of Organization in North Dakota?

Aside from hiring a Registered Agent, you should also be aware that a Registered Agent should file Articles of Organization in your North Dakota LLC. Here are the steps and guidelines for filing.

Step 1: Choose a Name for Your LLC

The first step in registering an LLC Articles of Organization is selecting a unique and appropriate name for your company. Your LLC’s name must comply with your state’s naming requirements, which typically include the following:

• The name must be distinguishable from other registered business names in the state.
• The name must include an LLC designator, such as “Limited Liability Company,” “LLC,” or “L.L.C.“
• The name must not include prohibited words or phrases defined by your state’s regulations.

To ensure your chosen name is available through your state’s business name database, North Dakota Secretary of State Business Records Search, usually available on the North Dakota Secretary of State’s website.

Step 2: Appoint a Registered Agent

Registered Agent is a person or entity responsible for receiving official correspondence and legal documents on behalf of your North Dakota LLC. Most states require LLCs to designate a Registered Agent when filing the Articles of Organization. The Registered Agent must have a physical address in the state and be available during regular business hours.

Choosing a reliable and responsible Registered Agent is essential, as failure to receive and respond to legal documents can seriously affect your business.

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

Step 3: Prepare Your Articles of Organization

The Articles of Organization is the legal document that officially establishes your North Dakota LLC. While the specific requirements in North Dakota, the document includes the following information:

• The LLC’s name
• The name and address of the Registered Agent
• The principal office address
• The purpose of the LLC
• The management structure (member-managed or manager-managed)
• The names and addresses of the initial members or managers
• The duration of the LLC, if not perpetual

In North Dakota, additional information may be required, such as an organizer’s signature or specific provisions related to the LLC’s operation.

Consult the North Dakota guidelines to ensure you include all necessary information.

Step 4: File the Articles of Organization

Once your LLC Articles of Organization is prepared, please submit it to the North Dakota Secretary of State. The submission process may vary depending on the method of choice; North Dakota allow online submissions and mailing or hand-delivering the documents.

Online Process

To use the online service or download the Articles of Organization form for your LLC, go to the website of the North Dakota Secretary of State. You were required to have an LLC name reserved while completing the form. Visit the North Dakota Business Name Search to see if the business name you want to use is available there. You must include a copy of your name reservation and your completed Articles of Organization form when submitting.

Mail Process

It is also possible to mail the form if you wish. Please adhere to the guidelines listed below.

• The Articles of Organization must be downloaded in the North Dakota Secretary of State
• Complete the necessary details in the form.
• Two copies of the Articles of Organization must be completed.
• Include the two papers with the North Dakota LLC name reservation certificate in a self-addressed, stamped envelope.
• Submit all paperwork to North Dakota, 600 E Boulevard Avenue Dept 108, Bismarck ND 58505-0500.

Costs of Filing Articles of Organization

Along with the filing of Articles of Organization, you must pay a filing fee. In North Dakota, the Articles of Organization fee costs around $135 which you can pay in the North Dakota Secretary of State. Confirm the correct fee amount and payment method for your state.

However, If you want to know more about the cost of forming an LLC, you can check out North Dakota LLC Cost.

Step 5: Obtain an Employer Identification Number (EIN)

After your Articles of Organization has been filed and approved, you should obtain an Employer Identification Number (EIN) from the Internal Revenue Service (IRS). The EIN is a unique identification number used for federal tax purposes. It is required for most LLCs, especially those with employees or elect to be taxed as an S-Corporation. You can apply for an EIN for free online through the IRS website.

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: Create an Operating Agreement

Although most states do not require an LLC Operating Agreement when registering an LLC, having one is highly recommended. The Operating Agreement in North Dakota is a legally binding document that outlines the LLC’s ownership structure, management, and operating procedures. It helps prevent member disputes and provides a clear framework for the LLC’s operations.

Step 7: Register for State and Local Taxes and Licenses

In North Dakota, you may need to register for additional state and local taxes or obtain specific licenses and permits. Common registrations include sales tax, payroll tax, and unemployment insurance tax. As an LLC, your business income will be subject to pass-through taxation, meaning profits and losses will be reported on your tax return. However, you may still be responsible for other state taxes, such as sales tax, payroll tax, or franchise tax which you can pay in North Dakota Office of State Tax Commissioner.

In terms of franchise tax for your LLC in North Dakota, there is No franchise tax. Consult your North Dakota Office of State Tax Commissioner and local government offices to determine which registrations and licenses apply to your LLC.

Step 8: Maintain Ongoing Compliance

Once your LLC is registered and operational, it’s essential to maintain ongoing compliance with state regulations. This typically includes filing Annual Reports in North Dakota, paying required fees every 1 year (15th November every year), and keeping accurate records of your LLC’s activities. Stay informed about North Dakota specific requirements to ensure your LLC remains in good standing.

Is the Articles of Organization necessary to be filed in North Dakota?

Yes, the Articles of Organization is necessary to be filed with North Dakota Secretary of State to legally establish and register a new business entity, such as a corporation or limited liability company (LLC). This document typically includes the company’s name, purpose, Registered Agent, and stock structure. Filing the Articles of Organization is essential in forming a business and ensuring it operates legally and is recognized by North Dakota.

What is the best way to file Articles of Organization? Is it online or by mail?

The best way to file Articles of Organization depends on your specific situation and the state in which you are incorporating your business. Both online and mail-in options have advantages, and either method can be effective.

Online Filing:

• Faster processing time, as it is usually processed within a few days or even hours.
• Immediate confirmation of submission and payment.
• Lower risk of errors, as the online form may provide guidance and prevent incomplete submissions.

Mail-in Filing:

• Some people prefer the traditional method and feel more comfortable with paper documentation.
• You can include a cover letter or additional documentation if you have specific questions or complex situations.

To determine the best method for your needs, check the North Dakota Secretary of State or similar department’s website for information on their preferred filing options and processing times. Online filing is more convenient and efficient, but both methods can be used effectively to submit your Articles of Organization.

FAQs

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

The Articles of Organization is a legal document that establishes the existence of an LLC in North Dakota. It typically includes essential information such as the company’s name, address, registered agent, members, and detailed purpose of the business. While these details should accurately reflect the business’s operations at the time of formation, circumstances change, and modifications may be necessary.

Fortunately, North Dakota law allows LLCs to change or modify their Articles of Organization. This process is generally straightforward but requires following the correct procedures and filing the necessary paperwork with the North Dakota Secretary of State.

One common reason for changing the Articles of Organization is to update the company’s name. If the LLC wishes to rebrand or simply do business under a different name, it can file an amendment to the Articles of Organization to reflect the new name accurately. Additionally, changes in the company’s address or the appointment of a new registered agent may necessitate amending the Articles of Organization.

Furthermore, the structure of an LLC may also change over time. If additional members are brought into the company, existing members leave, or there are alterations to the distribution of profits and losses, these changes should be reflected in the Articles of Organization. By amending the document, the company ensures that its governing rules and operating agreements align with its current operations and member arrangements.

Aside from structural changes, modifications to the purpose or business activities of the company may also warrant amending the Articles of Organization. If the LLC expands its offerings, enters new markets, or diversifies its operations, it may need to update its stated purpose to reflect these changes accurately.

In North Dakota, the process for changing or modifying the Articles of Organization typically involves filing a Certificate of Amendment with the Secretary of State. This document outlines the specific amendments being made to the original Articles of Organization and must be accompanied by a filing fee. Upon approval, the amended Articles of Organization become the official governing document of the LLC.

It is essential for LLCs in North Dakota to stay compliant with state regulations and ensure that their organizational documents accurately reflect the company’s current status. By regularly reviewing and updating the Articles of Organization as needed, businesses can maintain transparency, clarity, and legal protection.

In conclusion, the ability to change or modify the Articles of Organization is a valuable tool for LLCs in North Dakota to adapt to evolving circumstances and ensure that their operating structure remains sound. By understanding the process and requirements for amending this crucial document, businesses can navigate any changes effectively and continue to thrive in the competitive marketplace.

Conclusion

Registering an LLC Articles of Organization is critical in establishing your business as a legally recognized entity. By following this comprehensive guide and researching your state’s specific requirements, you can successfully navigate the registration process and set your LLC up for success. Remember that forming an LLC is just the beginning; ongoing compliance and diligent management are necessary to ensure your business thrives in the long run.