Guide to Setting Up a North Dakota LLC

1. Name your North Dakota LLC

Select a name for your business. The first thing you’ll need to do when setting up your LLC is deciding on your company’s name. Since your name will likely be the first thing prospective clients see or hear about your LLC, it’s important to choose a name that fits your brand, message, and/or service. You also want to make sure your LLC name follows all North Dakota state regulations.

We recommend making a shortlist of names that all LLC members can agree on. Once you have your list, you’ll want to run a search to ensure no other company is already registered with that name. North Dakota requires all companies to have unique names, so if one of your options is already taken, move on to the next.

To check your name, follow the instructions on our North Dakota business name search page.

Once you choose a name that’s available, you’ll need to add an LLC designator to its end. This designator is essentially a suffix indicating that your company is an LLC. In North Dakota, you can choose from “Limited Liability Company,” “LLC,” or “L.L.C.” For a full list of naming requirements, see Section 10-32.1-11 of the North Dakota Uniform Limited Liability Company Act.

Check for existing state or federal trademarks

The North Dakota Secretary of State doesn’t check for trademarks when you submit your LLC paperwork. To make sure you’re entirely in the clear with your business name, visit the United States Patent and Trademark Office website to see whether your name or logo is federally trademarked.

Trademarks can also happen at the state level. To find out if your desired business name is already trademarked and/or apply for a trademark of your own, go to the North Dakota Secretary of State website page for trademarks.

We also recommend doing extensive internet searches for your desired business name, including checking domain names, social media sites, and online phone directories.

Secure a domain name for your ND LLC

When you’re coming up with a name, it’s wise to consider whether you can secure a matching domain name so that your future website can be easily found online. We have a tool to help you do a preliminary domain name search, and our domain name registration service can help you secure the online name that will best serve your company.

Reserving a Business Name for a North Dakota LLC

If you find a name you like but aren’t yet ready to file your Articles of Organization, North Dakota allows you to reserve a name by submitting a Reserve Name Application form and paying a fee. The reservation is good for one year.

Filing a North Dakota DBA

Lastly, if you decide to market your company with any name other than your official LLC name, you’ll need to secure a DBA (“doing business as”) name. A DBA is called a trade name in North Dakota. You can file a trade name online via the FirstStop government portal. There’s a fee involved for filing.

2. Appoint a registered agent in North Dakota

Designate a registered agent. In North Dakota, you must assign a registered agent to your LLC. A registered agent is a party that receives legal notices (such as subpoenas) and certain official documentation from the North Dakota Secretary of State’s office on your behalf and forwards it to you and the other LLC members (owners).

When selecting a registered agent in North Dakota, the agent must have an office address in the state (P.O. boxes are not permitted) and be available during normal business hours (9 a.m. to 5 p.m. local time, Monday through Friday). The agent must be a resident of North Dakota or a corporation or LLC with a business address in the state. 

You can choose to serve as your own registered agent, but there are a few downfalls to this, such as running the risk of being served embarrassing paperwork (like a service of process) in front of clients. Being your own agent also ties you down to the office all day.

Benefits of a Registered Agent Service for Your New LLC in ND

For this reason, many business owners in North Dakota decide to work with an outside business entity like a registered agent service that can receive this paperwork discreetly and pass it along at a convenient time for both parties.

Partnering with a professional service like our registered agent service in North Dakota is affordable and helps ensure that you meet North Dakota’s registered agent requirement.

3. File North Dakota Articles of Organization

Complete your LLC paperwork for the state. Now you’re ready to file your North Dakota LLC with the state by submitting Articles of Organization.

Filing official government documents like this can be daunting for some people, which is why we’re here. With our business formation plans, our professionals handle the filing for you to make sure it’s done quickly and correctly the first time. But, although we can handle this for you, we’ll show you how the process works below.

To file the Articles of Organization online, log in via FirstStop. You can access this form via your FirstStop portal and submit it online or print it and mail it to the state office. You must also pay a filing fee of $135. 

When completing this form, you’ll need to provide:

• Your LLC’s official name
• Your LLC’s principal office address
• Your registered agent’s name and physical address. Also include the mailing address if different from the physical address.
• All names of the company’s organizers
• Your LLC effective date. If you don’t want your LLC to come into existence at the time you file, you can have it delayed by up to 90 days.
• Signature of at least one organizer

Keep all of your ND LLC documents in one digital dashboard

If you have us handle filing your Articles of Organization, once the state approves your LLC, your paperwork will be available from your ZenBusiness dashboard, where you can keep it and other important paperwork digitally organized.

Once you get your physical paperwork back from the state approving your new LLC, you’ll want to keep it in a safe location along with your other important documents, such as your operating agreement, member certificates, contracts, compliance checklists, transfer ledger, etc. We offer a customized business kit to help you keep these important documents organized and looking professional.

4. Create an operating agreement

Compose an LLC operating agreement. Another step you’ll want to consider is creating an operating agreement. Although operating agreements are not required by North Dakota law, they’re very important documents for your LLC.

Your North Dakota operating agreement outlines your business structure and how your company will be run and/or managed. It can also dictate voting structures and specify how to handle disputes. Even if you’re a single-member LLC, your operating agreement will help the government understand how your company should be run if you’re incapacitated or unable to manage your company.

Good Reasons for a ND LLC Operating Agreement

A few other reasons why you may want to draft an operating agreement include:

• It creates a better separation between your personal and company finances, offering you and your fellow LLC members more protection from legal liability.
• It helps new investors or members understand how your company is managed before they decide to join.
• It allows you to better resolve and prevent conflicts between members or managers by detailing how voting structures and resolutions will be handled.

You don’t have to file your operating agreement with the state, but you want to make sure it covers all of the most important aspects of your company’s operations. All the members will need to sign it to make it legally binding.

If you’re unsure as to how to start creating an operating agreement for your North Dakota LLC, we offer a customizable operating agreement template to help get you started.

5. Apply for an EIN

Get an Employer Identification Number (EIN). The next and final step you’ll want to take is setting your LLC up to pay business taxes and ensuring you apply for any special permits or licenses you need to operate.

You’ll get your tax paperwork set up by requesting an EIN, also known as a Tax ID Number or Federal Tax Identification Number, through the Internal Revenue Service (IRS).

Your EIN is like a Social Security number for your business. It lets you pay and file taxes, hire and pay employees, and much more. All LLCs with multiple members or employees are required to have an EIN. Even if you’re the only member of your LLC, you might want to secure an EIN because most banks require one to open a business bank account.

You can get your North Dakota LLC’s EIN through the IRS website, by mail, or by fax. But if you’re not fond of dealing with that particular government agency, we can get it for you. Our EIN service is quick and eliminates the hassle.

Step 6: Submit your LLC’s beneficial ownership information report

In the beginning of 2024, the terms of the Corporate Transparency Act came into effect, meaning LLCs (and many other small businesses) will be expected to file a beneficial ownership information report, or BOI report. The Transparency Act strives to discourage financial crimes (like using a shell corporation to hide money laundering) by requiring reporting companies to disclose information about their beneficial owners.

According to the act, a beneficial owner is anyone who holds 25% or more of the LLC’s ownership interest, exerts substantial control over it, or gets significant economic benefit from its assets. And for each of your beneficial owners, you’ll need to provide their name, address, and identifying documents. 

You can submit your BOI report online or by uploading a PDF version of the form to the Financial Crimes Enforcement Network’s website (FinCEN). It’s free to file. If you create your LLC during the 2024 calendar year, you have up to 90 days after North Dakota approves your Articles of Organization to file your BOI report. LLCs created prior to 2024 have until January 1, 2025. LLCs organized in 2025 and beyond will have just 30 days to file. For more information about the report and due dates, check out FinCEN’s website.

If this sounds like a lot to tackle right now, our BOI report filing service can help you make this step as streamlined as possible.  

Steps to Take After Forming Your LLC in North Dakota

After forming your LLC in North Dakota, there are essential steps to solidify its operational foundation and ensure compliance with state regulations:

Getting Business Licenses and Permits

Research and obtain the necessary licenses and permits your LLC needs based on its business activities and location in North Dakota. Compliance with these requirements is crucial for legal operation, but the specific requirements vary from LLC to LLC. 

For example, North Dakota doesn’t require a general business license at the state level, but there’s a chance your city or county might require one. There’s also a good chance that your business might need an industry-specific license or permit. It’s your responsibility to get all the licenses required for your LLC. 

Our business license report can help streamline this process. 

Setting Up an Accounting System

An efficient accounting system is key to managing your business’s finances. This system will help in tracking expenses, managing invoices, and preparing for tax obligations.

North Dakota LLCs have a lot of different options for accounting: using a spreadsheet or accounting software, hiring a professional bookkeeper, or even using ZenBusiness Money. The priority should be picking a system and using it faithfully. 

Opening a Business Bank Account

Once you’ve secured an EIN, you’ll be able to open a business bank account. Having separate accounts for your business and your personal banking is critical for sorting out your finances at tax time and helps you avoid commingling funds. Commingling funds can not only make your taxes more difficult, but it could also be used against you if someone takes you to court to challenge whether you and your LLC really are separate entities.

We offer a discounted bank account for your new business. This allows for unlimited transactions, online banking, a debit card, and more. When you want to authorize others in your business to use the account, we offer a banking resolution template to simplify the process.

For further help managing your new business’s finances, there’s ZenBusiness Money. It can help you create invoices, receive payments, transfer money, and manage clients all in one place.

Staying Informed About Legal Requirements

Stay informed about the ongoing legal and tax obligations in North Dakota, including state business laws and federal regulations. While we’ve covered the common ones in this guide, they’re subject to change at any time. 

Many business owners find it helpful to consult with a local attorney or tax professional on a regular basis to get customized, up-to-date guidance. 

Correcting Filing Mistakes

If errors are found in your LLC’s filing documents, such as the Articles of Organization, don’t worry. North Dakota allows you to correct them by filing Articles of Amendment with the Secretary of State. This process involves outlining the specific errors and providing the corrected information. 

This form requires a $50 filing fee. Once it’s submitted, the state will correct the information they have on file, helping ensure the proper information is on public record.

Dissolving Your North Dakota LLC

To dissolve the business with the ND Secretary of State, complete a Notice of Dissolution in the online portal, FirstStop. There is a $10 fee to file this form. It can take up to four weeks to process the request.

Dissolving an LLC in North Dakota involves a formal procedure. Initially, you need to adhere to any dissolution clauses outlined in your LLC’s operating agreement, such as voting to dissolve (or otherwise getting approval from your members). Your LLC will also need to settle any of its outstanding debts and pay its tax liabilities. 

Then comes the paperwork: filing the Articles of Dissolution and Termination with the Secretary of State. This step legally ends your LLC’s existence and is essential for winding up all business activities in compliance with North Dakota laws. After that, your LLC can distribute any of its remaining assets (if applicable) among its members.

For a fuller look at this process, check out our guide to dissolving a North Dakota business.

We can help

Once you’ve finished the steps above, you’re the new owner of a limited liability company! You’ve taken the first steps to becoming the entrepreneur you’ve been wanting to be. But there’s a lot more to know. You need to know about things like hiring employees, getting business licenses and permits, getting additional financing if you need it, how to make changes in your business, and how to stay in compliance with the government.

In addition to forming your LLC (starting at $0 plus state fees), our many services can help with many aspects of your company. Our business experts can also give you long-term business support to help start, run, and grow your company. 

Let us take care of LLC formation, compliance, and more. Whether you’re starting a yoga studio in West Fargo or a bed and breakfast in Bismarck, we can help.