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

Steve Bennett
Business Formation Expert  |   Fact Checked by Editorial Team
Last updated: 
WebinarCare offers informative content for educational purposes only, not as a substitute for professional legal or tax advice. We may earn commissions if you use the services we recommend on this site.
WebinarCare is led by Steve Bennett, a seasoned expert in the business world. He's gathered a team that's passionate about giving you reliable advice on everything from starting a business to picking the right tools. We base our tips and guides on real-life experience, ensuring you get straightforward and proven advice. Our goal is to make your business journey smoother and more successful. When you choose WebinarCare, you're choosing a trustworthy guide for all things business.
File Articles of Organization in North Dakota

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

Recommended: Filing Articles of Organization is easy and hassle-free if you hire a professional service. We recommend using –

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.

LLC Service

Rating & Pricing

Top Features

Learn More

#1 Recommendation

$299 Per Year

  • Free LLC Formation

  • RA service in all states

  • Legal consultation

$125 Per Year

  • Flat price for RA service

  • LLC formation package

  • Fast service

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

What is an LLC?
LLC stands for Limited Liability Company. It is a legal entity that offers the liability protection of a corporation and the tax benefits of a partnership or sole proprietorship.
How can I file articles of organization in North Dakota?
You can file articles of organization in North Dakota by completing and filing the appropriate form with the Secretary of State’s office.
Why should I form an LLC in North Dakota?
North Dakota offers several benefits for LLCs such as affordable filing fee, low taxes, and a business-friendly environment.
What is the filing fee for an LLC in North Dakota?
The filing fee for an LLC in North Dakota is $135 and can be paid online on the Secretary of State’s website.
How long does it take to file articles of organization in North Dakota?
Typically it takes around 7-10 business days to file the articles of organization in North Dakota.
Can I file the articles of organization online in North Dakota?
Yes, you can file the articles of organization online in North Dakota.
Is there a requirement for a registered agent in North Dakota for an LLC?
Yes, An LLC is required to have a registered agent in North Dakota.
What are the requirements for a registered agent in North Dakota for an LLC?
The registered agent must be a resident of North Dakota or a company authorized to do business in North Dakota and must have a physical address in North Dakota.
Can I be my own registered agent in North Dakota for an LLC?
Yes, you can serve as your own registered agent in North Dakota for an LLC if you are a resident in North Dakota and have a physical address.
What is an operating agreement for an LLC in North Dakota?
An operating agreement in North Dakota is a legal document that outlines the ownership and management structure of an LLC.
Do I need an operating agreement for an LLC in North Dakota?
It is not required to have operating agreement in North Dakota, but having one helps clarify the ownership and management structure of your LLC, and may provide additional protection.
What are the naming requirements for an LLC in North Dakota?
The name of an LLC in North Dakota must include the words “Limited Liability Company” in some form. For example, “LLC” or “L.L.C.”.
How can I reserve a name for my LLC in North Dakota?
You can reserve a name for your LLC in North Dakota by filing an Application for Reservation of Name with the Secretary of State’s office, and paying the appropriate filing fee.
Can two LLCs have the same name in North Dakota?
No, two LLCs can’t have the same name in North Dakota.
How do I check if my desired name for LLC is already taken in North Dakota?
You can check the name availability by doing a name search on the Secretary of State’s website.
Is public information available for LLCs in North Dakota?
Yes, North Dakota LLCs’ information is public record and can be searched by anyone online.
What is the tax structure for an LLC in North Dakota?
LLCs in North Dakota are taxed as individual taxpayers, with potential for additional taxes for certain industries like oil and gas.
What are the annual requirements for an LLC in North Dakota?
LLCs in North Dakota must file an annual report and pay a fee. Reminder of annual report can initiated via email from the Secretary of State.
How much is the annual report filing fee for an LLC in North Dakota?
The annual report filing fee for an LLC in North Dakota is $50.
Is there a penalty for not filing an annual report for an LLC in North Dakota?
Yes, there is a late fee of $20 if the annual report is not filed on time.
Can I change my LLC’s information after formation in North Dakota?
Yes, you can change your LLC’s information after formation in North Dakota by filing the appropriate form and paying the normal state fee.
Are there any ongoing requirements for an LLC in North Dakota?
Yes, LLCs in North Dakota have ongoing requirements like regular meetings and maintaining documentations.
Can an LLC be created for nonprofit purposes in North Dakota?
Yes, an LLC can be created for nonprofit purposes in North Dakota.
How long does an LLC last in North Dakota?
The LLC remains active until it is dissolved by the owners or by court order.
Can a foreign LLC do business in North Dakota?
Yes, a foreign LLC may obtain a certificate of authority to conduct business in North Dakota.
What is the certificate of authority for a foreign LLC to do business in North Dakota?
It is a document that allows the foreign LLC to conduct business in North Dakota and is filed with the Secretary of State.
How much is the filing fee for a foreign LLC to do business in North Dakota?
The filing fee for a foreign LLC to do business in North Dakota is $150.
Is there a deadline to obtain a certificate of authority for a foreign LLC to do business in North Dakota?
No, there isn’t any deadline for obtaining the certificate for a foreign LLC to conduct business activities in North Dakota.
Can I withdraw my LLC from doing business in North Dakota?
Yes, you can withdraw your LLC from doing business in North Dakota by filing the appropriate form with the Secretary of State’s office and paying the applicable fee.
Is there any refund for filing the Certificate of Authority for foreign LLC if it gets rejected?
No, Secretary of State office does not provide a refund when a certificate of authority for a foreign LLC is rejected.

Also Read

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

The Articles of Organization serve as a bedrock for an LLC, setting out the foundational principles, structure, and operating procedures for the company. This document is filed with the North Dakota Secretary of State, signaling the company’s legal existence and defining its nature. While it is critical to ensure accuracy and comprehensiveness during the initial drafting of the Articles of Organization, entrepreneurs often find that aspects of their LLC need modification as their business evolves or circumstances change.

One should note that changes to an LLC’s Articles of Organization require attention to conform to legal guidelines and must comply with North Dakota law. Therefore, it is essential to engage legal counsel or seek assistance from a registered agent who specializes in corporate regulations to navigate this process smoothly.

Certain aspects of the Articles of Organization can be changed, while others remain fixed. For instance, elements such as the duration of the LLC, its purpose, and the name and address of the registered agent can usually be modified. These changes often reflect shifts in the industry landscape, expansions into new markets, or strategic realignments within the company. With the freedom to adapt these elements, businesses have the opportunity to remain relevant and agile in response to countless inner and outer environmental factors.

Other key areas require careful consideration and adherence to specific guidelines to bring about amendments successfully. Changes to the structure, membership, or capital contributions of the LLC typically necessitate the approval of a majority or unanimous vote from the company’s members. Additionally, when modifying provisions that fundamentally alter the underlying principles of the organization, amendments must go through an appropriate legal process, including the issuance of a Certificate of Amendment to take effect.

The ability to change or modify an LLC’s Articles of Organization introduces a certain level of flexibility and adaptability that enables businesses to meet the evolving demands of an ever-changing market. It ensures that the company remains legally compliant while aligning itself with favorable opportunities for growth, diversification, or risk mitigation.

In conclusion, entrepreneurs must recognize the importance of adapting to an ever-evolving business landscape, and being able to change or modify an LLC’s Articles of Organization is a critical tool in achieving that. By understanding the options, guidelines, and limitations surrounding this process, business owners in North Dakota can drive the necessary modifications to ensure their LLC remains current, competitive, and compliant.

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.

Leave a Comment