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.
On this page, you’ll learn about the following:
- What is Articles of Organization?
- How to File Articles of Organization in North Dakota?
- Step 1: Choose a Name for Your LLC
- Step 2: Appoint a Registered Agent
- Step 3: Prepare Your Articles of Organization
- Step 4: File the Articles of Organization
- Step 5: Obtain an Employer Identification Number (EIN)
- Step 6: Create an Operating Agreement
- Step 7: Register for State and Local Taxes and Licenses
- Step 8: Maintain Ongoing Compliance
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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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.
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.
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.
- 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.
- 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.
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- File Articles of Organization in Montana
- File Certificate of Organization in Nebraska
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- File Certificate of Formation in New Jersey
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- File Articles of Organization in New York
- File Articles of Organization in North Carolina
- File Articles of Organization in North Dakota
- File Articles of Organization in Ohio
- File Articles of Organization in Oklahoma
- File Articles of Organization in Oregon
- File Certificate of Organization in Pennsylvania
- File Articles of Organization in Rhode Island
- File Articles of Organization in South Carolina
- File Articles of Organization in South Dakota
- File Articles of Organization in Tennessee
- File Certificate of Formation in Texas
- File Certificate of Organization in Utah
- File Articles of Organization in Vermont
- File Articles of Organization in Virginia
- File Certificate of Formation in Washington
- File Articles of Organization in West Virginia
- File Articles of Organization in Wisconsin
- File Articles of Organization in Wyoming
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.
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.