North Dakota Articles of Incorporation
North Dakota articles of incorporation form a corporation by filing with the Secretary of State for $100, setting the name, shares, registered agent, and incorporators. Attorney review available.
Find out where you stand in North Dakota
Where are you in forming your corporation?
DocDraft provides document preparation, not legal advice.
Introduction
North Dakota is a no-franchise-tax state for corporations, collecting a corporate income tax on Form 40 instead; a business corporation is created as a separate legal entity by filing Articles of Incorporation under Chapter 10-19.1 of the Century Code with the Secretary of State. Filing brings the corporation into existence so it can own property, sign contracts, and give its owners limited liability for the corporation debts. North Dakota law requires the articles to set forth the corporation name, the registered agent and registered office in North Dakota, the principal executive office address, the total number of shares the corporation is authorized to issue, and the name and address of each incorporator (N.D. Cent. Code 10-19.1-10). The filing fee paid to the Secretary of State is $100. After the corporation is formed, it must file an annual report with the Secretary of State, due August 1 for domestic corporations, with a $25 fee. North Dakota does not charge a corporate franchise tax; instead the Office of State Tax Commissioner administers a corporate income tax that a corporation reports on Form 40. DocDraft builds your North Dakota articles of incorporation from your facts, with attorney review available before you file.
Key Things to Know
- 1
A North Dakota business corporation comes into existence as a separate legal entity when Articles of Incorporation are filed with the Secretary of State under Chapter 10-19.1 of the Century Code.
- 2
You file the articles with the North Dakota Secretary of State and pay a $100 filing fee. The Secretary of State is the filing office for forming a North Dakota corporation.
- 3
North Dakota requires the articles to set forth the corporation name, the registered agent and registered office in North Dakota, the principal executive office address, the total number of shares authorized, and the name and address of each incorporator (N.D. Cent. Code 10-19.1-10).
- 4
Every North Dakota corporation must maintain a registered agent with a physical North Dakota street address; the agent may be a North Dakota resident or an entity authorized to do business in the state.
- 5
North Dakota does not charge a corporate franchise tax. Instead the Office of State Tax Commissioner administers a corporate income tax, which a corporation doing business in North Dakota reports on Form 40. There is no minimum annual franchise tax.
- 6
The North Dakota corporation must file an annual report with the Secretary of State, due August 1 for domestic corporations, with a $25 fee. It keeps the corporation record current on its agent, address, and officers.
- 7
Articles of incorporation form a corporation. To form a North Dakota limited liability company you file articles of organization instead, and corporate bylaws are a separate internal document the corporation keeps rather than files.
Key decisions before you file
Before you file a Articles of Incorporation in North Dakota, a few decisions shape the document: which option to choose and what each one means. The Articles of Incorporation guide walks through them.
Open the Articles of Incorporation guideCustomize your Articles of Incorporation Template with DocDraft
North Dakota Requirements for Articles of Incorporation
A North Dakota business corporation is formed by filing Articles of Incorporation with the North Dakota Secretary of State under Century Code Chapter 10-19.1. The filing fee is $100. The corporation legally exists once the Secretary of State files the articles.
The corporation name in the articles must include a designator such as Corporation, Incorporated, Company, or Limited, or an abbreviation, and must be distinguishable from other entities on file with the North Dakota Secretary of State.
The articles must name the initial registered agent and give the registered office as a physical North Dakota street address. Every North Dakota corporation must continuously maintain a registered agent and office in the state (N.D. Cent. Code 10-19.1-10).
The articles must give the principal executive office address and the name and address of each incorporator (N.D. Cent. Code 10-19.1-10). The articles may also name the initial directors.
The articles must state the total number of shares the corporation is authorized to issue, and the par value if the shares have one. If more than one class or series is authorized, the articles must describe the rights and preferences of each (N.D. Cent. Code 10-19.1-10).
The corporation must file an annual report with the Secretary of State, due August 1 for domestic corporations, with a $25 fee. It keeps the corporation record current on its registered agent, address, and officers. Filing on time keeps the corporation in good standing.
North Dakota does not charge a corporate franchise tax, so there is no minimum annual franchise tax. Instead the Office of State Tax Commissioner administers a corporate income tax that a corporation doing business in North Dakota reports on Form 40.
Articles of incorporation form a corporation. To form a North Dakota limited liability company you file articles of organization instead. Corporate bylaws are a separate internal document the corporation keeps rather than files with the state.
Frequently Asked Questions
In North Dakota, articles of incorporation are the founding document you file with the Secretary of State to create a corporation. Filing them makes the corporation a separate legal entity that can own property, sign contracts, and shield its owners from personal liability for the corporation debts. A business corporation is formed by filing Articles of Incorporation under Chapter 10-19.1 of the Century Code, which sets out the corporation name, its registered agent and office, the shares it is authorized to issue, and the incorporators (N.D. Cent. Code 10-19.1-10).
In North Dakota, articles of incorporation create a corporation, which has shareholders, directors, and shares of stock. Articles of organization create a limited liability company (LLC), which has members instead of shareholders and issues no stock. Both are filed with the North Dakota Secretary of State and both form a separate legal entity, but they create different kinds of entities under different chapters of North Dakota law. Choose the one that matches the entity you want to form.
You file the Articles of Incorporation with the North Dakota Secretary of State, and the filing fee for a domestic business corporation is $100. North Dakota corporations are filed through the Secretary of State online business portal. Once the Secretary of State accepts and files the articles, the corporation legally exists in North Dakota.
North Dakota requires the articles to set forth the corporation name; the name and North Dakota address of the registered agent and registered office; the principal executive office address; the total number of shares the corporation is authorized to issue; and the name and address of each incorporator (N.D. Cent. Code 10-19.1-10). Confirm the current required contents with the Secretary of State, because the statute controls the exact list.
Every North Dakota corporation must maintain a registered agent with a physical street address in North Dakota, not just a post office box. The registered agent can be an individual who resides in North Dakota or a business entity authorized to transact business in the state, and the agent receives legal and official documents on behalf of the corporation. The articles name the initial registered agent and registered office.
No. North Dakota does not impose a corporate franchise tax, so there is no minimum annual franchise tax to keep the corporation alive. Instead, the North Dakota Office of State Tax Commissioner administers a corporate income tax, which every corporation that does business in North Dakota or has sources of income there reports on Form 40. Confirm your corporate income tax obligations with the Office of State Tax Commissioner.
A North Dakota corporation must file an annual report with the Secretary of State that keeps its record current on its registered agent, address, and officers. For a domestic corporation the annual report is due August 1 each year, and the fee is $25. Filing on time keeps the corporation in good standing with the North Dakota Secretary of State; missing it can lead to loss of good standing.
In North Dakota, articles of incorporation are the short public document you file with the Secretary of State to create the corporation. Bylaws are a longer internal document the corporation adopts and keeps in its own records, not filed with the state, setting the rules for how the corporation is run, such as how directors are elected and how meetings are held. You need the North Dakota articles to exist as a corporation and the bylaws to govern it day to day.