Do you want to register an LLC or corporation in North Dakota? If YES, here is an 8-step guide on how to get an Article of Incorporation in North Dakota. Incorporating a business tends to protect its owners’ personal assets from liability if the corporation is sued or cannot meet its financial obligations. A corporation is also known to help protect its owners’ assets if someone files a lawsuit against an employee or business partner.

Forming a corporation anywhere in the United States also lends credibility to a business and can offer other benefits, such as tax savings. To form a corporation in North Dakota, you are expected to file articles of incorporation with the Secretary of State and pay a fee.

Upon filing, the Secretary of State issues a certificate of incorporation. The corporation’s existence begins immediately the certificate is issued, unless the articles specify a later date. Also note that corporation can offer different types of stock, called classes or series. These classes can offer different rights to their shareholders, for instance, some classes of stock may offer voting rights while others do not.

Note that the articles of incorporation are expected to state the total number of shares authorized and the par value of each share. If there is more than one class or series of shares, the articles is expected to list the classes and series of shares and the par value of the shares in each class or series or state that the board may determine classes and series.

8 Steps on How to Get an Article of Incorporation in North Dakota

The Articles of Incorporation in North Dakota cost $100 to file. Once filed with the state, this document formally creates your North Dakota corporation. However, to actually get this article of incorporation, you are expected to complete several additional steps.

1. Name Your Corporation

Note that before incorporating a business, it is pertinent to find out if the corporate name you want is available. You can do this by searching the Secretary of State’s records online. Also note that you can reserve a name for your corporation for 12 months by submitting an application to the Secretary of State. Name reservations are renewable for additional 12 – month periods. However, when choosing a name for your corporation, keep in mind the following requirements:

  • A corporation’s name is expected to contain the words “corporation,” “incorporated,” “company” or “limited,” or an abbreviation for one of those words.
  • A corporation’s name is expected not be the same as or deceptively similar to another business entity name registered with the Secretary of State, unless the entity using the name consents in writing

2. Specifying Incorporators

An incorporator is mandated to sign the articles of incorporation and file them with the Secretary of State. The incorporators’ duties normally end when the articles are filed or a board of directors is chosen. However, the following requirements apply when naming incorporators:

  • The article of incorporation is expected to include the incorporators’ names and addresses.
  • A corporation is expected to have at least one incorporator.
  • An incorporator is expected to be an individual who is at least 18 years old.
  • Also note that if the articles of incorporation do not name initial directors, the incorporators are expected to elect directors and complete the organization of the company. The incorporators may act as directors until directors are chosen or shares are issued, whichever occurs first.

3. Specifying Directors

Corporate directors are tasked with developing a corporation’s business goals and strategies and managing the company’s affairs. Directors normally delegate the day – to – day running of the business to the corporate officers. However, your North Dakota corporation is expected to meet the following requirements when specifying directors:

  • A corporation is expected to have at least one director.
  • There is no maximum number of directors, but the number of directors is expected to be specified in either the articles of incorporation or bylaws.
  • The articles of incorporation or bylaws may establish other limits on who can serve as a director.

4. Specifying a Registered Agent

The job of a registered agent is to receive legal documents for a corporation and then forwards them to the corporation. The registered agent’s address is a physical address where the registered agent is available during normal business hours to receive legal documents. Nonetheless, the following requirements apply when specifying a registered agent for your corporation:

  • The article of incorporation is expected to list the name of a commercial registered agent or the name and street address of a non – commercial registered agent.
  • A registered agent may be an individual who resides in North Dakota or a corporation or limited liability company that is registered with the Secretary of State and has a business office in North Dakota. You may also use a commercial registered agent who is registered as a commercial agent with the Secretary of State.
  • A corporation cannot serve as its own registered agent.

5. Stating a Corporate Purpose

Note that you do not have to specify a purpose for your corporation in the articles of incorporation. All North Dakota corporations are formed for a general business purpose, unless the articles provide otherwise.

6. Determining Incorporation Bylaws

Once your Articles of Incorporation are approved, you’ll have some important decisions to make to finish organizing your North Dakota corporation—and these decisions make up your bylaws. In your bylaws, note that you will have to consider your board of directors: who they are, how they are replaced and how many members are needed to pass a resolution.

You’ll have to plan out details for your officers, including how they’re elected and what duties they have. Also note that you will need to spell out any important information about your authorized stock, such as classes of shares and voting rights. Essentially, your bylaws determine how corporate decisions and changes will be made—and who gets to make them.

7. Get an EIN

Have it in mind that the IRS requires corporations to obtain an EIN for their federal tax filings. You may also need your EIN to complete other initial business paperwork, from applying for licenses to opening a corporate bank account.

However, you can get an EIN at no cost if you file an application directly with the IRS. If you’d rather save some time and skip the extra application, you can hire a document service firm to get your EIN for you—just add on EIN service during checkout when sign up for our North Dakota incorporation service.

8. File North Dakota Corporation Reports

Your North Dakota Annual Report is a form you file in order to update your corporation’s ownership and contact information with the state. The report and $25 fee are due August 1st each year. Forget to file? The fee goes up to $45 if filed in the next three months and then shoots up to $85 thereafter. After a year, the state will revoke your corporation’s charter.

Once you have completed your Articles of Incorporation, you will file the form with the Secretary of State’s Business Registration Unit. You can file by Mail, In Person or by Fax. If faxing your filing, fill out the Credit Card Payment Authorization form, which is attached at the bottom of the Article. If mailing a check, make it payable to “Secretary of State.”

How Long Does It Take to Get an Article of Incorporation in North Dakota?

Also note that it takes about 4 – 6 weeks to get your article of incorporation in North Dakota. At the moment, the Business Registration Unit processes everything manually, so filings typically take a few weeks to get approved. However, the Secretary of State office is currently testing an online business registration system called FirstStop, which should debut in the near future (and speed up filings significantly).

Solomon. O'Chucks