To start an LLC in North Dakota, file Articles of Organization with the Secretary of State through the FirstStop online portal and pay a $135 filing fee.1Secretary of State | North Dakota. Limited Liability Company (LLC) Online filings are generally processed within about five business days, after which you receive a stamped Certificate of Organization proving your business legally exists. The sections below walk through each step, from picking a compliant name to meeting the annual report deadline that keeps your LLC in good standing.
Pick a Name That Meets State Rules
Your name has to do two things under North Dakota law. It must include a designator — either “Limited Liability Company,” “LLC,” or “L.L.C.” — and it must be distinguishable from every other business name already on file with the Secretary of State. Changes to punctuation, capitalization, or the type of designator alone are not enough to make a name unique.2North Dakota Legislative Branch. North Dakota Century Code t10c32.1 – Uniform Limited Liability Company Act
Check availability using the business search on the FirstStop portal before you file.3Secretary of State | North Dakota. Register a Business If the name you want is taken, you can either choose a different one or get a signed Consent to Use Business Name form from the current holder, which carries a $10 filing fee. If the name is available but you are not ready to form yet, a $10 reservation holds it for 12 months.2North Dakota Legislative Branch. North Dakota Century Code t10c32.1 – Uniform Limited Liability Company Act
One boundary worth knowing: registering with the Secretary of State protects your name only inside North Dakota. It does not block a federal trademark holder from challenging you. Searching the U.S. Patent and Trademark Office database before you commit can prevent a rebrand later.4USPTO – United States Patent and Trademark Office. Search Our Trademark Database
Appoint a Registered Agent
Every North Dakota LLC must name a registered agent to receive lawsuits and official notices. The agent needs a physical street address in the state. A P.O. box will not work, because some legal documents have to be hand-delivered.2North Dakota Legislative Branch. North Dakota Century Code t10c32.1 – Uniform Limited Liability Company Act
You can serve as your own agent, name another North Dakota resident, or hire a commercial registered agent service. Commercial agents typically charge $100 to $150 per year. They keep regular business hours, keep your home address off public records, and handle any process server contact in their office rather than yours.
File the Articles of Organization
The Articles of Organization are the document that actually creates your LLC. You file them through the FirstStop portal, and the fee is $135.1Secretary of State | North Dakota. Limited Liability Company (LLC) Under North Dakota Century Code section 10-32.1-20, the filing must include:
- The LLC’s full legal name, with the required designator.
- The registered agent’s name, plus a physical street address if the agent is an individual.
- The principal executive office address.
- The name and mailing address of each organizer.
You can set a delayed effective date, but it cannot be more than 90 days after the filing date.2North Dakota Legislative Branch. North Dakota Century Code t10c32.1 – Uniform Limited Liability Company Act After you submit, sign electronically, and pay, the Secretary of State generally approves online filings within about five business days. Your Certificate of Organization arrives through your FirstStop account.5Secretary of State | North Dakota. Online Business Services
Write an Operating Agreement
North Dakota does not require you to file an operating agreement with the state, and the LLC exists without one. Writing one anyway is strongly recommended. It sets how the business is managed, how profits and losses are split, what happens when a member leaves, and how the LLC dissolves. Without it, North Dakota’s default statutory rules fill the gaps, and those defaults may not match what the members actually wanted.
Member-Managed or Manager-Managed
In a member-managed LLC, every owner takes part in day-to-day decisions. This is the default under most state LLC laws and fits small businesses where all the owners are active. In a manager-managed LLC, one or more designated managers run operations while other members act as passive investors. If you go the manager-managed route, spell out the managers’ authority, how they are appointed, and how they can be removed. For member-managed LLCs, address voting rights, capital contribution obligations, and how to buy out a departing member.
Get an Employer Identification Number
Most LLCs need an EIN from the IRS. It functions like a Social Security number for the business and is required to open a business bank account, hire employees, or file tax returns.6Internal Revenue Service. Employer Identification Number The IRS requires one for any LLC with more than one member or any employees.7Internal Revenue Service. Get an Employer Identification Number Single-member LLCs with no employees often get one anyway to keep personal and business finances separate. The online application is free and issues the number immediately.
Understand Your Tax Obligations
By default, the IRS does not tax an LLC as its own entity. A single-member LLC is treated as a disregarded entity, so income and expenses flow onto your personal return. A multi-member LLC is taxed as a partnership, with each member reporting their share.8eCFR. 26 CFR 301.7701-3 Classification of Certain Business Entities You can elect S corporation or C corporation treatment by filing with the IRS, but pass-through works for most small LLCs.
Members who actively work in the business owe self-employment tax on their share of profits. For 2026, that is 15.3% of net earnings, with the Social Security portion capped at the first $184,500 of net earnings.9Social Security Administration. Contribution and Benefit Base You report it on Schedule SE once net earnings reach $400.10Social Security Administration. If You Are Self-Employed
North Dakota does not tax LLCs at the entity level either. Profit and loss pass through to each member’s state return, where individual income tax rates run from 0% to 2.5%.11North Dakota Office of State Tax Commissioner. New Businesses and Contractors If you sell tangible goods or certain services, register with the Office of State Tax Commissioner for a sales tax permit before making taxable sales. The state rate is 5%, and many cities and counties add local sales tax on top.
Check Licenses and Permits for Your Industry
Forming the LLC does not license you to operate in a regulated field. A handful of federal activities — selling alcohol or firearms, broadcasting, aviation, and a few others — require federal permits, though most small businesses will not touch them.12U.S. Small Business Administration. Apply for Licenses and Permits North Dakota cities may require a general business license or an industry-specific permit, and requirements vary by municipality. Call your city or county government to confirm what applies before you open.
Stay in Good Standing Each Year
Every North Dakota LLC must file an annual report with the Secretary of State. The deadline is November 15, and your first report is due before November 16 of the year after formation. The fee is $50.2North Dakota Legislative Branch. North Dakota Century Code t10c32.1 – Uniform Limited Liability Company Act You file through FirstStop, updating the state on current members, managers, and addresses.5Secretary of State | North Dakota. Online Business Services
Miss the deadline and the Secretary of State adds a $50 late fee. If you still have not filed six months after the deadline, the LLC is involuntarily terminated by operation of law. Reinstatement costs $135 on top of any outstanding annual report fees.2North Dakota Legislative Branch. North Dakota Century Code t10c32.1 – Uniform Limited Liability Company Act
Keep organized records as you go. At a minimum, hold onto your formation documents, the current operating agreement, an up-to-date list of members and managers, tax returns, bank statements, invoices, and any records supporting what you reported to the IRS. The IRS audit window is three years, though keeping tax records permanently is safer.
If you hire employees, federal law requires you to complete and retain Form I-9 for each one to verify identity and work authorization.13U.S. Citizenship and Immigration Services. Completing Form I-9 You will also need to register for federal and state payroll taxes and carry workers’ compensation insurance as North Dakota law requires.