Setting Up a Business Partnership in North Dakota (2026)
Reviewed by DocDraft Legal Team · North Dakota · Last updated 2026-05-18
Partnerships in North Dakota are governed by the state partnership act, with dissolution at section 45-19-01. $25. This guide walks the North Dakota-specific items the partners actually need: whether a state filing is required to form a general partnership, how to register an LLP or LP, the state partnership tax return, periodic reports, and the dissolution events themselves.
Key Considerations
If the partners want liability protection, the form matters. Up to 2 partners (each partner is a person or entity) - $35. Each additional partner (person or entity) - $3. $110
North Dakota governs partnerships under the state partnership act. North Dakota Uniform Partnership Act, codified at N.D. Cent. Code Chapter 45-13 et seq. (general partnerships) with related chapters 45-10.2 (Limited Partnerships) and 45-22 (Limited Liability Partnerships). For general partnerships specifically, No state formation filing required. Statement of partnership authority may be filed under state UPA. (consult the state code)
After formation the partnership has periodic filings to keep up. State partnership return administered by the state revenue department. Federal counterpart: IRS Form 1065. (consult the state code) $25
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Relevant Documents
The North Dakota document set for setting up a business partnership, governed by North Dakota Uniform Partnership Act, codified at N.D. Cent. Code Chapter 45-13 et seq. (general partnerships) with related chapters 45-10.2 (Limited Partnerships) and 45-22 (Limited Liability Partnerships), is: the partnership agreement; the LLP registration filing, Up to 2 partners (each partner is a person or entity) - $35. Each additional partner (person or entity) - $3.; the LP Certificate filing, $110; the state partnership tax return, State partnership return administered by the state revenue department. Federal counterpart: IRS Form 1065. (consult the state code); the periodic report to the Secretary of State, $25; and the wind-up authority, N.D.C.C. section 45-19-01 (causes of dissolution, traditional UPA numbering)
Buy-Sell Agreement
A contract that outlines what happens to a partner's share of the business if they die, become disabled, retire, or wish to sell their interest in the partnership.
Partnership Agreement
A comprehensive contract that outlines the rights, responsibilities, and obligations of all partners, including profit sharing, decision-making authority, capital contributions, dispute resolution, and dissolution procedures.
Partnership Capital Contribution Agreement
A document that specifies the initial and ongoing capital contributions of each partner, including cash, property, services, or other assets.
Partnership Operating Procedures
An internal document that details day-to-day operations, management responsibilities, and standard procedures for the partnership business.
Relevant Laws
North Dakota Century Code Chapter 45-13 - Uniform Partnership Act
This is the primary law governing partnerships in North Dakota. It covers formation, partner relations, property rights, and dissolution. Anyone forming a partnership should understand these provisions as they establish the legal framework for your business structure.
North Dakota Century Code Section 45-13-01 - Definitions
This section defines key terms related to partnerships in North Dakota, including what legally constitutes a partnership. Understanding these definitions is crucial when determining if your business arrangement qualifies as a partnership under state law.
North Dakota Century Code Section 45-14-01 - Partnership Agreement
This section outlines the requirements and limitations for partnership agreements in North Dakota. While partnerships can exist without a written agreement, having a formal document is highly recommended to establish partner rights, responsibilities, and profit-sharing arrangements.
North Dakota Century Code Section 45-15-01 - Partner's Rights and Duties
This section details the legal rights and responsibilities of partners, including fiduciary duties, management rights, and financial obligations. Understanding these provisions helps prevent disputes between partners by clarifying each person's role and obligations.
North Dakota Century Code Section 45-10.2 - Uniform Limited Partnership Act
If you're considering a limited partnership structure, this chapter governs limited partnerships in North Dakota, including formation requirements and the different roles of general and limited partners. This is relevant if you want some partners to have limited liability while others maintain management control.
North Dakota Century Code Section 45-22 - Limited Liability Partnerships
This chapter covers Limited Liability Partnerships (LLPs), which provide liability protection for all partners while maintaining partnership tax treatment. This is particularly relevant for professional service businesses like law firms or accounting practices.
North Dakota Century Code Section 45-13-05 - Partnership Filing Requirements
This section outlines the filing requirements for partnerships in North Dakota, including registration with the Secretary of State. Understanding these requirements ensures your partnership is properly recognized by the state.
North Dakota Century Code Section 57-38 - Income Tax
This chapter covers state income tax provisions that affect partnerships, including filing requirements and pass-through taxation. Partnerships themselves don't pay income tax, but must file informational returns while profits pass through to individual partners' tax returns.
Regional Variances
Western North Dakota
Williams County, located in the oil-rich Bakken region, has specific regulations for partnerships involved in the oil and gas industry. Partnerships operating in this sector must register with the Williams County Planning and Zoning Department and may face additional environmental compliance requirements due to the county's focus on responsible resource development.
McKenzie County requires partnerships engaged in natural resource development to obtain additional local permits beyond state requirements. The county also offers tax incentives for partnerships that establish their primary operations within designated development zones.
Eastern North Dakota
Cass County, which includes Fargo (North Dakota's largest city), has more stringent business licensing requirements for partnerships than other parts of the state. Partnerships must register with both the city of Fargo and Cass County if operating within city limits, with additional annual reporting requirements.
Grand Forks County offers special incentives for technology and agricultural partnerships through its Economic Development Corporation. Partnerships in these sectors may qualify for reduced fees and expedited processing when filing required documentation.
Tribal Jurisdictions
Partnerships operating within the Standing Rock Sioux Reservation must comply with both North Dakota state law and tribal regulations. This includes obtaining a tribal business license and potentially paying tribal taxes. Non-tribal members seeking to form partnerships on reservation land may need to partner with tribal members or obtain special approval from the tribal council.
The Fort Berthold Reservation has unique partnership requirements for businesses involved in natural resource development. Partnerships must negotiate agreements with the Mandan, Hidatsa and Arikara Nation, and may be subject to tribal employment preferences and additional environmental regulations.
Suggested Compliance Checklist
Confirm formation under the state partnership act
Before formation days after startingNorth Dakota Uniform Partnership Act, codified at N.D. Cent. Code Chapter 45-13 et seq. (general partnerships) with related chapters 45-10.2 (Limited Partnerships) and 45-22 (Limited Liability Partnerships).
Set partner-authority expectations in the partnership agreement
During drafting days after startingN.D.C.C. section 45-15-03 (partner as agent, traditional UPA numbering).
If forming an LLP or LP, file the registration with the state
At formation days after startingUp to 2 partners (each partner is a person or entity) - $35. Each additional partner (person or entity) - $3. $110
Add the partnership return to the annual compliance calendar
After formation days after startingState partnership return administered by the state revenue department. Federal counterpart: IRS Form 1065. (consult the state code)
Calendar the annual or biennial report
Ongoing days after starting$25
Plan for dissolution events in advance
During drafting days after startingN.D.C.C. section 45-19-01 (causes of dissolution, traditional UPA numbering).
Keep the partnership agreement, statements, and filings together
Ongoing days after startingMaintain a single record set for the partnership agreement, any Statement of Authority, the SOS filings, EIN paperwork, and the annual report and tax filings.
| Task | Description | Document | Days after starting |
|---|---|---|---|
| Confirm formation under the state partnership act | North Dakota Uniform Partnership Act, codified at N.D. Cent. Code Chapter 45-13 et seq. (general partnerships) with related chapters 45-10.2 (Limited Partnerships) and 45-22 (Limited Liability Partnerships). | - | Before formation |
| Set partner-authority expectations in the partnership agreement | N.D.C.C. section 45-15-03 (partner as agent, traditional UPA numbering). | partnership-agreement | During drafting |
| If forming an LLP or LP, file the registration with the state | Up to 2 partners (each partner is a person or entity) - $35. Each additional partner (person or entity) - $3. $110 | - | At formation |
| Add the partnership return to the annual compliance calendar | State partnership return administered by the state revenue department. Federal counterpart: IRS Form 1065. (consult the state code) | - | After formation |
| Calendar the annual or biennial report | $25 | - | Ongoing |
| Plan for dissolution events in advance | N.D.C.C. section 45-19-01 (causes of dissolution, traditional UPA numbering). | - | During drafting |
| Keep the partnership agreement, statements, and filings together | Maintain a single record set for the partnership agreement, any Statement of Authority, the SOS filings, EIN paperwork, and the annual report and tax filings. | partnership-agreement | Ongoing |
Frequently Asked Questions
Forming a general partnership in North Dakota has no state filing fee because no state filing is required to create one under the state partnership act (North Dakota Uniform Partnership Act, codified at N.D. Cent. Code Chapter 45-13 et seq. (general partnerships) with related chapters 45-10.2 (Limited Partnerships) and 45-22 (Limited Liability Partnerships).). Registering an LLP or LP, however, does. LLP registration: Up to 2 partners (each partner is a person or entity) - $35. Each additional partner (person or entity) - $3. LP Certificate: $110
On a recurring basis in North Dakota, a partnership has two cost lines. State tax: State partnership return administered by the state revenue department. Federal counterpart: IRS Form 1065. (consult the state code) Periodic report: $25 When the partnership eventually winds up, the controlling statute is N.D.C.C. section 45-19-01 (causes of dissolution, traditional UPA numbering).
Other North Dakota guides
Small Business Loan Guide for North Dakota (2026)
Setting Up a Manufacturing Relationship in North Dakota (2026)
How to Hire a New Employee in North Dakota (2026)
Asset Protection Planning in North Dakota (2026)
Landlord Rules in North Dakota: Renting Out Property (2026)
How to Dispute a Bill in North Dakota (2026)
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