How to Form a North Dakota LLC

North Dakota limits which LLCs may farm or ranch

North Dakota Century Code chapter 10-06.1 prohibits all corporations and limited liability companies, except as that chapter otherwise provides, from owning or leasing farmland or ranchland and from engaging in the business of farming or ranching. The attorney general enforces it, and a company that fails to comply is subject to a civil penalty not to exceed twenty-five thousand dollars and may be dissolved or terminated by the secretary of state.

The North Dakota Secretary of State recognizes four kinds of LLC: the Business Limited Liability Company, the Farming or Ranching Limited Liability Company, the Authorized Livestock Farm Limited Liability Company (ALF LLC) and the Professional Limited Liability Company (PLLC). All four carry the same fees, among them $135 to register and $50 for the annual report.

A farming or ranching LLC may have no more than fifteen members, each related to every other within listed degrees of kinship or affinity and each a United States citizen or permanent resident alien. It files an initial report with its articles of organization naming each member, that member's ownership percentage, relationship and citizenship status, and willfully filing false information on a report required by chapter 10-06.1 is a class A misdemeanor. An ALF LLC may have a maximum of ten members who must be United States citizens or permanent resident aliens, can own no more than 160 total acres, and may not grow crops or graze livestock.

Filing the articles of organization

One or more individuals of the age of eighteen years or more, or other persons, may act as organizers by signing and filing articles of organization with the secretary of state together with the required fees. Section 10-32.1-20 of the North Dakota Uniform Limited Liability Company Act requires the articles to state the LLC name; the name of the commercial registered agent, or the name and address of a noncommercial registered agent in this state; the address of the principal executive office; and the name and address of each organizer. Member, manager and governor names are not on that list, and first reach the public record on the annual report. The secretary of state issues a certificate of organization once the articles conform to law and all fees have been paid.

Section 10-32.1-92 sets the charge for filing articles of organization and issuing a certificate of organization at one hundred thirty-five dollars, and the Secretary of State's LLC page lists registration for domestic and foreign LLCs at $135. Filings run through the FirstStop Portal at firststop.sos.nd.gov, where the Register a Business page directs filers to Start a Business. No expedited, rush, priority or same-day fee appears in section 10-32.1-92, the schedule of what the secretary of state "shall charge and collect for" LLC filings. The act contains no publication step and the fee schedule carries no publication fee.

Articles of amendment cost $50, although an amendment need not be filed if only the address of the principal executive office changes. A foreign LLC applies for a certificate of authority for $135; see foreign LLC registration in North Dakota.

Name rules and the 2026 screening standard

The name must contain the words "limited liability company" or the abbreviation "L.L.C." or "LLC". Section 10-32.1-11 bars "corporation", "incorporated", "limited partnership", "limited liability partnership" and "limited liability limited partnership", along with abbreviations of those, and bars "limited" or "company" standing alone without association to "limited liability company" or its abbreviations.

A proposed name may not contain "farm", "ranch" or words of like meaning unless the name is associated with an entity organized under chapter 10-06.1 or contains a word qualifying that farming or ranching is not the entity's purpose. A name may not include words such as "bank," "banker," "banking," "trust," or "trust company" unless the filing is supported by written approval from the North Dakota Department of Financial Institutions, those words being reserved for the exclusive use of the Bank of North Dakota, national and state banking corporations, and trust companies.

A name must also be distinguishable from the other names in the secretary of state's records. North Dakota Administrative Code chapter 72-03-02, effective January 1, 2026, supplies the test: a difference of at least one keyword makes two names distinguishable, while a different letter case of a keyword and the presence or absence of spacing do not. Where a name is indistinguishable, the act accepts the written consent of the holder of the rights to that name, filed with a $10 fee.

The FirstStop Portal Business Search and Trademark Search show existing North Dakota names, and the Office of the Secretary of State makes the final determination of availability. A Reserved Name Application costs $10 and holds a name for twelve months, renewable for successive twelve-month periods. A company trading under a different name registers a Trade Name under chapter 47-25 for $25, in force for five years.

Registered agent

Every North Dakota LLC must have a registered office and a registered agent in the manner prescribed by the North Dakota Registered Agents Act, chapter 10-01.1, which recognizes commercial and noncommercial agents. For a commercial registered agent the filing gives the agent's name; for a noncommercial agent it gives the name and a complete physical North Dakota address. That address must be an actual street address or rural route box number in this state.

A business may not serve as its own registered agent, although an individual from the business could serve as the noncommercial registered agent if that person resides in North Dakota. Businesses must obtain an agent's approval before naming them, and failure to obtain that approval may result in the involuntary dissolution of the business, although proof of approval is not required to be filed. A statement of change costs $10, charged per entity when the agent is a noncommercial agent, and no fee is collected for a statement of resignation. A resignation takes effect on the earlier of the thirty-first day after it is filed or the appointment of a new registered agent. More sits on the North Dakota registered agent page.

Management, governors and the operating agreement

A North Dakota LLC is member-managed unless the operating agreement expressly provides that the company is or will be "manager-managed" or "board-managed", "managed by managers", "managed by a board", or management "vested in managers" or "vested in a board". The act defines a governor as a member of the board, however designated, of a board-managed LLC, and defines an operating agreement as the agreement of all the members, including a sole member, "whether oral, in a record, implied, or in any combination thereof". An operating agreement is no part of forming the company, and a general operating agreement guide covers drafting. The act also permits series established by the operating agreement, with separation of liability conditioned on separately maintained records, an operating agreement provision, or notice in the articles.

Professional LLCs

A PLLC name must contain "professional limited liability company" or "limited liability company", or the abbreviations "PLC," "P.L.C.," "P.L.L.C.," "PLLC," "LLC," or "L.L.C." Either a Certificate of Professional License (SFN 13610) completed by the licensing board, or certification from the North Dakota licensing board evidencing licensure of all governors and members who will practice the profession in the state, must be included with the articles of organization. Starting January 1, 2027, that certificate must also be included with the annual report, and a copy of the report goes to the North Dakota regulatory board that licenses those members.

The annual report

The annual report of a limited liability company or foreign limited liability company must be delivered to the secretary of state before November sixteenth of each year, and the Secretary of State states the deadline as November 15. The first annual report is due before that date in the year following the calendar year of the effective date stated in the articles of organization. Farming or ranching LLCs and ALF LLCs file by April 15 instead, and the ALF LLC annual report form is not available in the FirstStop Portal; those companies request it from the Secretary of State.

The report costs $50 and states the LLC's name and state or country of organization; the address of its registered office in North Dakota, the name of its registered agent at that address and the address of its principal executive office; a brief statement of the character of the business it is actually engaged in in this state; and the names and addresses of its managers and governors, or of its managing member or members. It does not require financial statements.

A late filing adds $50. The secretary of state notifies the company that its certificate of organization is not in good standing. An LLC that fails to file within six months after the due date "ceases to exist and is considered involuntarily terminated by operation of law," and the decision of the secretary of state that the company has been involuntarily terminated is final. Reinstatement takes the past-due report, the annual report and penalty fees and a $135 reinstatement fee, filed within one year following the involuntary termination.

Voluntary closing costs $10 for a notice of dissolution and $20 for articles of dissolution and termination. An LLC is also dissolved on the passage of ninety consecutive days during which it has no members, following admission of the initial member or members. See closing a North Dakota LLC.

State taxes and licenses

The Office of State Tax Commissioner states that partnerships, S corporations and LLCs do not pay income tax at the entity level, and that the entity's profit or loss is passed through to the entity's owners. For the 2025 tax year the individual income tax rates are 0.00%, 1.95% and 2.50%.

An LLC classified as a partnership for federal income tax purposes is treated the same way for North Dakota purposes and files Form 58, the North Dakota Partnership Income Tax Return. Form 58 is due April 15 for a calendar-year filer, and a federal extension is automatically accepted as a North Dakota extension. A minimum $500 nonfiler penalty may be assessed where a failure to file continues after a 30-day notice to file. The partnership must also withhold North Dakota income tax at the rate of 2.50% from the year-end distributive share of North Dakota income of a nonresident partner, with no withholding required where that share is less than $1,000 or where the owner elects composite filing. More sits on the North Dakota LLC tax page.

The state sales tax rate is 5% for most retail sales, and cities and counties may levy sales and use taxes of their own. Sellers of taxable tangible personal property, admissions to recreational activities and rentals of lodging apply for a Sales and Use Tax Permit in ND TAP 30 days before opening for business, and permits are not transferable. Employers register an Income Tax Withholding account through the same system.

The Secretary of State issues licenses and registrations for Charitable Solicitation, Contractor, Home Inspector, Notary Public and Professional Fundraiser. Multiple agencies issue licenses in North Dakota, including the Attorney General, the North Dakota Securities Department, the State Electrical Board, the State Plumbing Board and the Department of Financial Institutions.

EIN

An EIN is issued by the IRS rather than by any North Dakota agency. The EIN guide covers the application steps.

Frequently asked questions

How much does it cost to form an LLC in North Dakota?

N.D.C.C. section 10-32.1-92(1) sets the charge for filing articles of organization and issuing a certificate of organization at one hundred thirty-five dollars, and the Secretary of State's LLC page lists registration for domestic and foreign LLCs at $135. The annual report that follows costs $50.

Can a North Dakota LLC own farmland?

N.D.C.C. section 10-06.1-02(1) prohibits limited liability companies from owning or leasing farmland or ranchland and from engaging in the business of farming or ranching, except as chapter 10-06.1 otherwise provides. That chapter allows a farming or ranching LLC and an authorized livestock farm LLC, each with member caps and citizenship conditions.

When is the North Dakota LLC annual report due?

N.D.C.C. section 10-32.1-89(3) requires the annual report before November sixteenth of each year, and the Secretary of State states the deadline as November 15. Farming or ranching LLCs and authorized livestock farm LLCs file by April 15 instead.

Do the articles of organization name the LLC's members?

No. N.D.C.C. section 10-32.1-20(2)(a) requires the company name, the registered agent, the address of the principal executive office and the name and address of each organizer. Manager and governor names are collected later, on the annual report under section 10-32.1-89(1)(d).

Can a North Dakota LLC act as its own registered agent?

No. The Secretary of State states that a business may not serve as its own registered agent, though an individual from the business may serve as the noncommercial registered agent if that person resides in North Dakota.

What happens if a North Dakota LLC misses the annual report deadline?

A $50 late fee applies under N.D.C.C. section 10-32.1-92(25)(a)(1), and the secretary of state notifies the LLC that its certificate of organization is not in good standing. An LLC that fails to file within six months after the due date ceases to exist and is considered involuntarily terminated by operation of law under section 10-32.1-90(1)(b).