North Dakota Articles of Incorporation

Introduction

Key Things to Know

1. 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. 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. 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. 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. 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. 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. 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.

North Dakota Requirements for Articles of Incorporation

• File Articles With the Secretary of State

  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.

• Corporate Name With a Designator

  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.

• Registered Agent and Registered Office

  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).

• Principal Executive Office and Incorporators

  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.

• Authorized Shares

  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).

• Annual Report Due August 1

  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.

• No Franchise Tax, Corporate Income Tax Instead

  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.

• Corporation Versus LLC

  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.