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LeapLaw's 50 State Blawg  > North Dakota
Sponsored by:
Premier Corporate Services, Inc.
Premier Corporate Services, Inc.
Capitol Professional Building
590 Park Street, Suite 6
St. Paul, MN 55103
www.premiercorp.com
Phone: (651) 225-9500
Toll Free: (800) 227-1256
Fax: (800) 227-1263




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Basics Box: North Dakota
Secretary of State
Status Search
Forms
  • Fax File:
  • UCC: Yes (with account)
    Corporate: Yes
  • E File:
  • UCC: Yes (with account)
    Corporate: No
  • Expedited Services:
  • UCC: No
    Corporate: No
  • Name Reservations:
  • Yes (12 months)
  • Preclearance:
  • Yes (service fee is half of the filing fee)
    Advantages of Choosing NRAI as Your Registered Agent (North Dakota)
    Contact Information (North Dakota)
    Domestic Corporate Dissolution Summary (North Dakota)
    Domestic Corporation Summary (North Dakota)
    Foreign Qualification Summary (North Dakota)
    LLC Formation Summary (North Dakota)
    Recommended Service Company (North Dakota)
    UCC Filings in North Dakota

    Advantages of Choosing NRAI as Your Registered Agent (North Dakota)
    NRAI offers the most comprehensive suite of registered agent and entity management services available anywhere. Services are available in all 50 states, the District of Columbia and in most International Jurisdictions and include:

  • Comprehensive Nationwide and International Registered Agent Network

  • Registered Agent and Registered Office in all locations

  • Telephone and e-mail notification of Service of Process

  • Free delivery of all Service of Process via express courier

  • Computerized tracking of Service of Process

  • Forwarding of all official communications received including tax forms

  • Customized electronic tax calendar

  • Full access to NRAI Document Library and website tools

  • Convenient annual invoicing for all company groups, resulting in one common renewal month selected by the client

  • Representation as agent under contract such as loan agreements, etc.

  • Nominee Officer and Director and Holding company services

  • Special representation under specific statutes such as insurance, banking, broker dealer, real estate, etc.

  • Special Purpose Entity Services such as Independent Director/Member/Trustee

  • Annual Report filings services (ARMS)

  • Electronic annual report filing in some jurisdictions

  • Access to the NRAI Affiliate Network of over 500 services professionals

  • And more………

    NRAI offers the most competitive rates and in most instances can provide substantial savings over your existing service with an upgrade in responsiveness and service. To learn more about NRAI services, contact either NRAI or NRAI Affiliate Network members.
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  • Contact Information (North Dakota)
    Secretary of State
    State of North Dakota
    600 E Boulevard Ave Dept 108
    Bismarck ND 58505-0500

    Telephone: 701-328-2900

    Toll Free: 800-352-0867

    Fax: 701-328-2992

    Email: sos@state.nd.us

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    Domestic Corporate Dissolution Summary (North Dakota)
    Pursuant to North Dakota Business Corporation Act, (N.D. Cent. Code 10-19.1-109 - 113.1) a corporation incorporated in North Dakota may be voluntarily dissolved by filing with ND Secretary of State an Intent to Dissolve when the stockholders have adopted the resolution to dissolve.

    Tax Clearance: No tax clearance is required.

    Consents:

  • Prior to Stock Issuance or Commencing Business: Majority of incorporators or initial directors.

  • After Stock Issuance:

    - Resolution of the board of directors and majority of all voting shareholders at a meeting

    - Resolution of the board of directors and unanimous written consent of shareholders.

    Articles of Dissolution are filed after notice to creditors has been made or all debts to creditors have been paid or provided for or at least 2 years afer the date of filing of the Notice to Dissolve with the ND SOS.

    Notice to Creditors: Notice is provided by publishing a notice at least once per week for four successive weeks in an official newspaper in the ocunty or counties where the registered office or principal office is located; and by providing written notice to all known creditors.

    Filing Fee: $10.00 for Intent to Dissolve
    $20.00 for Articles of Dissolution

    Dissolutions, Generally

    A corporation, by a recommendation of directors and a majority vote of stockholders or incorporators if stock has not yet been issued, may elect to voluntarily dissolve and liquidate. Generally, this will involve a sale of all the corporation’s assets, satisfaction of all debts of the corporation, and the distribution of any remaining assets to the stockholders according to the liquidation procedures and priorities set forth in the corporation’s charter.

    IRS liquidation issues are provided for in IRC Sections 331 and 336, which provide for distribution to stockholders. An IRS Form 966 is required to be filed as part of the dissolution.

    For more information regarding dissolutions, see LeapLaw's Dissolution Best Practice Summary.

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  • Domestic Corporation Summary (North Dakota)
    Pursuant to North Dakota Business Corporation Act (N.D. Cent. Code § 10-19.1-01 et seq.), a corporation incorporating in North Dakota files a Articles of Incorporation and Consent of Registered Agent with the North Dakota Secretary of State (ND SOS).

    Corporate Name: The corporate name must contain "corporation" "limited" "company" "incorporated" or abbreviation thereof (company or co. cannot be preceded by "and" or "&").

    Maximum Stock for Minimum Filing Fee: $50,000 of par value or 500,000 shares without par value for min. filing fee.

    No. of Directors: The corporation may have 1 director.

    Paid in Capital: There is no paid in capital required to commence business.

    Purpose: No specific business purpose is required.

    Preemptive Rights: Granted unless specifically denied.

    Cumulative Voting: Granted unless specifically denied.

    Incorporator: Incorporator may be anyone over 18 years of age and does not have to be a resident of North Dakota.

    Execution and Filing: Articles are signed by incorporator(s) and the registered agent. Submit one executed original of the certificate of incorporation and consent of registered agent to the ND SOS.

    NOTE: Corporations engaged in farming or ranching are required to also submit an Initial report for farming or ranching.

    Filing Fee: $50 plus if over $50,000, $10.00 for each additional $10,000.

    Additional Information

    Incorporations, Generally

    A corporation is a legal entity created through and subject to the state laws of its state of incorporation. The separate legal existence of a corporation begins when the charter is filed with the secretary of state of the state of incorporation. State laws vary regarding the documents required to organize a corporation and the management of its internal affairs and corporate powers.

    LeapLaw's Incorporation Checklist identifies the information needed for an incorporation.

    A complete incorporation process generally consists of:

  • Determining name availability and possibly reserving the name

  • Performing trademark, trade name and domain name preliminary or full searches

  • Preparing a charter document for filing

  • Drafting bylaws

  • Preparing consent of incorporator (if applicable under relevant state law)

  • Preparing an organizational consent of directors

  • Obtaining the federal tax identification number by preparing IRS Form SS-4

  • Preparing IRS Form 2553 (if the company intends to qualify as an S corporation pursuant to the Internal Revenue Code)

  • Preparing a specimen stock certificate as well as all stock certificates of representing the initial stock issuance

  • Creating a stock ledger

  • Preparing and filing applications of foreign qualifications (if any)

  • Organizing the minute book

    For more information regarding incorporations, see LeapLaw's Incorporation Best Practice Summary.

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  • Foreign Qualification Summary (North Dakota)
    Pursuant to the North Dakota Business Corporation Act (N.D. Cent. Code § 10-19.132 et seq.), a foreign corporation may not transact business in North Dakota until it files an Application for Certificate of Authority with the North Dakota Secretary of State (ND SOS).

    Name of Corporation: Name must contain "corporation" "limited" "company" "incorporated" or abbreviation thereof (company or co. cannot be preceded by "and" or "&").

    Good Standing Certificate: An original certificate of the corporation's legal existence issued from its domestic state, dated no more than 90 days earlier, must be attached to the Application for Certificate of Authority.

    Officers and Directors: A list of officers and directors with addresses is required.

    Filing and Execution: The filing is signed by an officer of the company. Original executed copy is filed with the ND SOS together with a Consent of Registered Agent is submitted to the ND SOS. Faxed filing is acceptable.

    Filing Fee: $135 for certificate of authority, $10 for consent of registered agent; payable to the Secretary of State.


    Foreign Qualifications, Generally

    A business entity is initially recognized as a legal entity only in its state of incorporation or formation. If the company plans to "do business" in any other state, it must qualify or register before doing so. State laws, found at LeapLaw's Corporate/LLC Connection provide requirements for business entities doing business in each state.

    For more information regarding doing business in foreign states, see LeapLaw's Foreign Qualification Best Practice Summary.

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    LLC Formation Summary (North Dakota)
    Pursuant to the North Dakota Limited Liability Company Act (N.D. Cent. Code § 10-32.1-01 et seq.), a limited liability company forming in North Dakoa files Articles of Organization and Consent of Registered Agent with the North Dakota Secretary of State (ND SOS).

    No. of Members: The LLC may have 1 member.

    Articles of Organization: The articles of organization must contain:

  • the name of the LLC which must contain "limited liability company" "L.L.C." or "LLC";
  • the address of the registered office of the LLC and the name and social security/federal ID number of its registered agent at that address;
  • the name and address of each organizer;
  • the effective date of the organization if a later date than the date of filing;
  • date of expiration if applicable;
  • any other provisions as preferred by the LLC and permissible by North Dakota laws.

    Execution and Filing: Signed by "organizer(s)" and one executed original together with the Consent of Registered Agent is submitted to the ND SOS. May be faxed filed.

    Filing Fee: $135 payble to the Secretary of State.

    LLC Additional Information

    Registered Office where Records are Kept: The LLC must maintain an office, which may be but need not be a place of its business in North Dakota or its registered office, where its records will be kept.

    LLC Formation, Generally

    A limited liability company (LLC) is an entity created by state statute offering limited liability protection to its members (owners) similar to that enjoyed by stockholders of a corporation. LLC statutes exist in all 50 states.

    LeapLaw's LLC/LLP Checklist identifies the information needed for an LLC formation.

    A complete formation process generally consists of:

  • Determining name availability and possibly reserving the name

  • Performing trademark, trade name and domain name preliminary or full searches

  • Preparing the formation certificate for filing with the secretary of state

  • Drafting an operating agreement

  • Preparing an organizational consent of managers or members

  • Obtaining the federal tax identification number by preparing IRS Form SS-4

  • Preparing and filing applications of foreign registrations (if any)

  • Organizing the company records book

    For more information regarding the general formation process see LeapLaw's Limited Liability Company Best Practice Summary.

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  • Recommended Service Company (North Dakota)
    The service companies listed below are members of NRAI’s Affiliate Network. These companies are high-quality service companies that deliver double the service for a fraction of the cost of the larger companies.

    So whether you’re looking to save significant money on Registered Agent services or double the service for half the price on corporate and UCC services, we strongly encourage you to contact:

    Premier Corporate Services, Inc.
    590 Park Stret, Suite 6
    St. Paul, MN 55103
    Phone: 800.227.1256
    Fax: 800.227.1263
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    UCC Filings in North Dakota
    UCC financing statements are filed where the debtor is located. File in the office of the County Recorder in any county in ND or in the office of the North Dakota Secretary of State (ND SOS) except for the following:

  • File in the office designated for filing or recording of a record of a mortgage on real property.

  • The filing states it is filed as a fixture filing and the collateral is goods that are or are to become fixtures, or

  • The collateral is as-extracted collateral or timber to be cut.

    National and North Dakota forms.

    Fees

    UCC Filings, Generally

    Once a security interest has been granted in collateral in exchange for credit or some other funding, usually by entering a security agreement, the security interest should be “perfected” by filing evidence of such interest with the appropriate governmental authorities. Perfection of a security interest strengthens the legal rights of the creditor to the collateral in the event that the debt is not repaid in a timely fashion or some other default occurs.

    Revised Article 9 (RA-9) of the Uniform Commercial Code (UCC) provides that perfection is completed by filing financing statements (or UCC filings) with appropriate filing offices. Historically, UCC filings were made everywhere the debtor had tangible property or offices and/or was otherwise conducting business.

    In July 2001, Article 9 and state UCC laws in all 50 states were revised in an effort to simplify filing requirements. Revised Article 9 ("RA-9") was adopted by all 50 states and the U.S. Virgin Islands with staggered effective dates, but most states adopted some form of RA-9 effective July 1, 2001. Under RA-9 only one filing is required, except as noted below. The appropriate place to file is generally the office of the secretary of state in the jurisdiction of incorporation or organization of the debtor (or the domicile or principal place of business, if an individual or an unincorporated entity). Transition to Revised Article 9 was completed as of July 1, 2006.

    Fixture Filings: Under Revised Article 9, fixture filings affecting real estate are still filed in the office where a mortgage would be recorded. Other than creating the ability to file with a standard national form, RA-9 has had no effect on real estate related filings.

    Foreign Debtors

    A financing statement to be filed against a foreign debtor, without a principal place of business in the United States, is filed in Washington DC. If the foreign debtor maintains a principal office in the United States, the financing statement is filed in the state in which it is registered.

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