How to Form an LLC in North Dakota (2026)
Reviewed by DocDraft Legal Team · North Dakota · Last updated 2026-08-06
A limited liability company (LLC) is a business structure that legally separates the company from the people who own it, so the owners are generally not personally responsible for the company's debts. Forming one in North Dakota means filing a formation document with a state agency and paying its fee to bring the company into legal existence. In North Dakota you create an LLC by filing the Articles of Organization with the Secretary of State and paying a $135 filing fee, one of the higher formation fees in the region. What makes North Dakota simpler than many states is what comes after: the state charges no franchise tax or minimum annual entity tax on an LLC, so the main recurring cost is a $50 annual report filed with the Secretary of State each year. North Dakota also does not require you to publish notice of the LLC in a newspaper. North Dakota LLCs are governed by the North Dakota Uniform Limited Liability Company Act, North Dakota Century Code Chapter 10-32.1. This guide explains what an LLC is, the exact North Dakota steps and fees, and the deadlines that keep the company in good standing.
Find out where you stand in North Dakota
Where are you in forming your LLC?
DocDraft provides document preparation, not legal advice.
How do you form an LLC in North Dakota?
File the Articles of Organization with the North Dakota Secretary of State and pay the $135 filing fee. You must name a registered agent with a North Dakota address to receive legal documents. Once the Secretary of State accepts the filing, the LLC legally exists and you then file a $50 annual report each year.
How much does it cost to form an LLC in North Dakota?
The main cost is the $135 fee to file the Articles of Organization with the Secretary of State. After that, North Dakota charges a $50 annual report fee each year to keep the company active. North Dakota imposes no franchise tax or minimum annual entity tax on a standard LLC, so recurring costs stay low.
Does a North Dakota LLC pay a franchise tax?
No. North Dakota does not charge an LLC a franchise tax or a minimum annual entity tax, unlike states such as California or Delaware. A North Dakota LLC taxed as a pass-through entity reports its income on the owners' returns. The main ongoing state obligation is the $50 annual report filed with the Secretary of State.
Does North Dakota require newspaper publication to form an LLC?
No. North Dakota does not require an LLC to publish notice of its formation in a newspaper. This is unlike New York, Arizona, and Nebraska, where publication is a condition of forming or operating. In North Dakota the Articles of Organization filing and the yearly annual report are handled entirely through the Secretary of State.
North Dakota LLC formation at a glance
You form a North Dakota LLC by filing the Articles of Organization with the North Dakota Secretary of State for a $135 filing fee, which is on the higher end for the region. What sets North Dakota apart is its low ongoing burden. The state charges no franchise tax and no minimum annual entity tax on a standard LLC, so unlike California's $800 minimum or Delaware's $400 annual tax, a North Dakota LLC's main recurring cost is a $50 annual report filed with the Secretary of State each year. Every North Dakota LLC must name and continuously maintain a registered agent with a North Dakota address to accept lawsuits and official mail. North Dakota does not require newspaper publication, and typical processing runs about 5 business days. You can reserve an available business name with the Secretary of State for a $10 fee while you prepare your paperwork. The governing statute is the North Dakota Uniform Limited Liability Company Act, North Dakota Century Code Chapter 10-32.1.
Forming a two-owner North Dakota LLC, step by step
Suppose two friends in Fargo want to open a small design studio as an LLC. First they search the North Dakota Secretary of State's business records to confirm their name is available and includes a designator such as LLC, and they can reserve the name for a $10 fee while they prepare paperwork. Next they appoint a registered agent: one owner lives in North Dakota and agrees to serve, using a North Dakota street address where legal papers can be delivered during business hours. They then file the Articles of Organization with the Secretary of State and pay the $135 filing fee. The LLC legally exists once the Secretary of State accepts it, typically within about 5 business days. Because they have two members, they write an operating agreement setting each owner's percentage and how profits split, even though North Dakota does not require them to file it. They apply to the IRS for a free EIN so the partnership can file taxes and open a bank account. Finally they calendar the $50 annual report due to the Secretary of State each year. Because North Dakota charges no franchise tax or minimum entity tax, that annual report is their main recurring state obligation, and keeping it current is what holds the LLC in good standing.
Relevant Laws
North Dakota Uniform Limited Liability Company Act (N.D.C.C. Chapter 10-32.1)
This chapter governs the formation, management, and dissolution of every North Dakota LLC. It sets who may form an LLC, the required contents of the Articles of Organization, the registered agent requirement, and the default rules for member-managed and manager-managed companies. It is North Dakota's enactment of the Uniform Limited Liability Company Act.
Articles of Organization filing ($135)
A North Dakota LLC is formed by delivering Articles of Organization to the North Dakota Secretary of State for filing. The document states the LLC's name, its registered agent and registered office, and its management structure. The filing fee is $135, and the LLC comes into legal existence once the Secretary of State accepts the filing.
Registered agent requirement
North Dakota law requires every LLC to designate and continuously maintain a registered agent in the state. The agent, an individual residing in North Dakota or a business authorized to serve, receives lawsuits and official notices for the company. The agent's North Dakota address goes on the Articles of Organization and is kept current through the annual report.
Annual report ($50)
A North Dakota LLC must file an annual report with the Secretary of State each year to remain in good standing. The fee is $50, and the report keeps the LLC's address, registered agent, and management information current. Missing the annual report can lead the Secretary of State to place the LLC out of good standing or dissolve it.
No North Dakota franchise or minimum entity tax
North Dakota does not impose a franchise tax or a minimum annual entity tax on a standard LLC. This is a meaningful difference from states like California and Delaware that charge a flat annual amount regardless of income. A North Dakota LLC's principal recurring state cost is the $50 annual report rather than a standing tax.
IRS federal tax classification (default pass-through)
The IRS does not tax the LLC as a separate category. By default a single-member North Dakota LLC is disregarded and taxed like a sole proprietorship, and a multi-member LLC is taxed as a partnership, with income passing through to the owners. An LLC may instead elect S corporation or C corporation treatment. This federal classification is separate from any North Dakota filing requirement.
Regional Variances
How forming an LLC in North Dakota differs from other states
No franchise or minimum entity tax
This is the headline difference. North Dakota charges an LLC no franchise tax and no minimum annual entity tax, so the company does not owe a flat yearly amount just to exist. California charges an $800 minimum franchise tax and Delaware a $400 annual tax. In North Dakota the main recurring cost is the $50 annual report.
Higher formation fee, lower ongoing cost
North Dakota's $135 Articles of Organization fee is higher than many neighbors, but its ongoing cost is light. States with cheaper formation often make up the difference in annual taxes or reports. North Dakota front-loads the cost into filing and keeps the yearly obligation to a single $50 report.
Annual report, not biennial
North Dakota requires an annual report every year for a $50 fee, not the biennial cadence used in states like California and Alaska. Because the filing recurs yearly, the easiest way to fall out of good standing is missing one year's report, which can lead the Secretary of State to dissolve the LLC.
No newspaper publication requirement
North Dakota does not require you to publish notice of formation in a newspaper. New York, Arizona, and Nebraska do, which adds cost and a deadline. A North Dakota LLC is complete once the Secretary of State accepts the Articles of Organization, with no publication step.
Formation document and filing office
North Dakota uses the Articles of Organization, filed with the North Dakota Secretary of State. Some states call the document a Certificate of Formation or Certificate of Organization, and some route filings through a Division of Corporations or a separate business regulator rather than the Secretary of State.
Suggested Compliance Checklist
Confirm your LLC name is available and compliant
Before filing days after startingSearch the North Dakota Secretary of State's business records to confirm your desired name is not already in use and that it includes a required designator such as LLC or Limited Liability Company. Avoid restricted words that need special approval. You can reserve an available name with the Secretary of State for a $10 fee while you prepare your Articles of Organization.
Appoint a registered agent
Before filing days after startingNorth Dakota requires a registered agent with a North Dakota address who is available during business hours to accept legal documents. Decide whether you, a co-owner who lives in North Dakota, or a commercial registered agent service will serve. You will name the agent on the Articles of Organization, so settle this first.
File the Articles of Organization with the Secretary of State
To create the LLC days after startingFile the Articles of Organization with the North Dakota Secretary of State and pay the $135 filing fee. The LLC legally exists only once the Secretary of State accepts it, typically within about 5 business days. Keep the filed confirmation as proof of formation.
Adopt an operating agreement
At or soon after formation days after startingPut the ownership percentages, profit split, management structure, and exit rules in writing. North Dakota's LLC act expects members to have an operating agreement, but you do not file it with the state. It governs how the LLC runs and overrides the act's default rules. Attorney review of the agreement is available as an option through DocDraft.
Get a federal EIN from the IRS
Before opening a bank account or hiring days after startingApply for an Employer Identification Number free on the IRS website. Multi-member LLCs, LLCs with employees, and LLCs electing corporate tax treatment need one. Single-member LLCs with no employees usually get one anyway to open a business bank account and keep business and personal finances separate.
File the annual report with the Secretary of State
Each year days after startingFile the North Dakota annual report with the Secretary of State every year to keep the LLC active. The fee is $50. It updates the LLC's address, registered agent, and management. Confirm your specific due date with the Secretary of State and calendar it, because missing the report can lead the state to dissolve the LLC.
Register for state taxes if you sell goods or hire employees
Before doing taxable business days after startingNorth Dakota charges no LLC franchise tax or minimum entity tax, but if you sell taxable goods or hire employees you may need to register with the North Dakota Office of State Tax Commissioner for sales and use tax or withholding. Check which registrations apply to your business before you begin operating.
| Task | Description | Document | Days after starting |
|---|---|---|---|
| Confirm your LLC name is available and compliant | Search the North Dakota Secretary of State's business records to confirm your desired name is not already in use and that it includes a required designator such as LLC or Limited Liability Company. Avoid restricted words that need special approval. You can reserve an available name with the Secretary of State for a $10 fee while you prepare your Articles of Organization. | - | Before filing |
| Appoint a registered agent | North Dakota requires a registered agent with a North Dakota address who is available during business hours to accept legal documents. Decide whether you, a co-owner who lives in North Dakota, or a commercial registered agent service will serve. You will name the agent on the Articles of Organization, so settle this first. | - | Before filing |
| File the Articles of Organization with the Secretary of State | File the Articles of Organization with the North Dakota Secretary of State and pay the $135 filing fee. The LLC legally exists only once the Secretary of State accepts it, typically within about 5 business days. Keep the filed confirmation as proof of formation. | - | To create the LLC |
| Adopt an operating agreement | Put the ownership percentages, profit split, management structure, and exit rules in writing. North Dakota's LLC act expects members to have an operating agreement, but you do not file it with the state. It governs how the LLC runs and overrides the act's default rules. Attorney review of the agreement is available as an option through DocDraft. | llc-operating-agreement | At or soon after formation |
| Get a federal EIN from the IRS | Apply for an Employer Identification Number free on the IRS website. Multi-member LLCs, LLCs with employees, and LLCs electing corporate tax treatment need one. Single-member LLCs with no employees usually get one anyway to open a business bank account and keep business and personal finances separate. | - | Before opening a bank account or hiring |
| File the annual report with the Secretary of State | File the North Dakota annual report with the Secretary of State every year to keep the LLC active. The fee is $50. It updates the LLC's address, registered agent, and management. Confirm your specific due date with the Secretary of State and calendar it, because missing the report can lead the state to dissolve the LLC. | - | Each year |
| Register for state taxes if you sell goods or hire employees | North Dakota charges no LLC franchise tax or minimum entity tax, but if you sell taxable goods or hire employees you may need to register with the North Dakota Office of State Tax Commissioner for sales and use tax or withholding. Check which registrations apply to your business before you begin operating. | - | Before doing taxable business |
Frequently Asked Questions
An LLC, or limited liability company, is a business structure that separates the company from its owners as a matter of law. The owners, called members, are generally not personally liable for the company's debts or lawsuits, so a creditor usually cannot reach a member's home or personal savings for a business obligation. In North Dakota, LLCs are created under the North Dakota Uniform Limited Liability Company Act, North Dakota Century Code Chapter 10-32.1. The structure pairs that liability protection with pass-through taxation and lighter paperwork than a corporation.
You start a North Dakota LLC by filing the Articles of Organization with the North Dakota Secretary of State and paying a $135 filing fee. The document lists your LLC name, its registered agent and registered office, and whether the company is member-managed or manager-managed. The Secretary of State handles filings through its FirstStop online system, and your LLC legally exists only once the state accepts the Articles, typically in about 5 business days.
A sole proprietorship needs no state filing, but it gives you no liability shield: your personal assets are exposed to business debts and lawsuits. A North Dakota LLC costs $135 to file the Articles of Organization plus a $50 annual report each year, and in exchange it separates your personal assets from the business. If your venture carries any real risk or debt, that protection usually justifies the modest cost. Attorney review of your setup is available through DocDraft as an option.
North Dakota LLCs file an annual report with the Secretary of State every year, not on a biennial cycle, and the fee is $50. The report keeps your LLC's address, registered agent, and management details current. Confirm your specific due date with the Secretary of State when you form and calendar it, because missing a year's annual report can lead the state to place the LLC out of good standing or dissolve it.
North Dakota charges an LLC no franchise tax or minimum annual entity tax, so the company owes no flat yearly amount just to exist. By default the LLC's income passes through to its owners, who report it on their North Dakota individual returns, so the business itself usually pays no separate entity-level state tax. An LLC that elects corporate tax treatment is taxed differently. Confirm current rules with the North Dakota Office of State Tax Commissioner, since tax provisions change.
North Dakota requires every LLC to name and continuously maintain a registered agent with a North Dakota street address who is available during business hours to accept lawsuits and official state mail. You can serve as your own agent, name a co-owner who lives in North Dakota, or hire a commercial registered agent service. You list the agent on the Articles of Organization and keep the information current through the yearly annual report.
Yes. If you are not ready to file the Articles of Organization, you can reserve an available business name with the North Dakota Secretary of State for a $10 fee while you prepare your paperwork. First search the Secretary of State's business records to confirm the name is not already in use and that it includes a required designator such as LLC or Limited Liability Company. Reserving the name holds it so another filer cannot take it in the meantime.
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