North Dakota Form 58: Partnership Return Filing, Withholding, and Deadlines

North Dakota Form 58 is the annual partnership income tax return filed with the Office of State Tax Commissioner. You must file it if your partnership files a federal Form 1065 and carries on business or earns gross income from North Dakota sources, even in a year with a loss or no tax due. Calendar-year partnerships file by April 15, and partnerships with 10 or more owners must file electronically through the Taxpayer Access Point (ND TAP) or compatible software.¹

The partnership itself usually owes no income tax because the income passes through to the partners. What the partnership can owe, and what trips most filers up, is withholding tax on nonresident partners’ shares.

Who Has to File

Two conditions, both required: your partnership files a federal Form 1065, and it does business or earns gross income from North Dakota sources during the tax year.¹ General partnerships, limited partnerships, LLPs, and LLCs taxed as partnerships all qualify. The filing duty under North Dakota Century Code Section 57-38-42 applies even when you have a net loss or owe nothing, and skipping the return on that basis is a common and penalty-triggering mistake.²

If your partnership has 10 or more owners, you must file Form 58 and pay any tax due electronically. A paper return in that situation will not be processed, and you can be penalized for failing to file.³ The Tax Commissioner can waive the electronic requirement for good cause, but request the waiver before the deadline rather than assume a paper filing will be accepted.

What to Gather Before You Start

Get these items in front of you before opening the form:

Your completed federal Form 1065 with all federal Schedules K-1. Form 58 builds directly on the 1065, and a full copy of the federal return and its K-1s must be attached to your North Dakota filing.⁴
The partnership’s federal Employer Identification Number, which goes on page 1 and on every North Dakota Schedule K-1.
Each partner’s full legal name, address, SSN or FEIN, residency status, and profit-and-loss sharing percentages from the federal K-1.⁵
If the partnership operates in more than one state, property values, payroll totals, and sales figures broken out by North Dakota and total everywhere, which you need for Schedule FACT.

Download the current year’s instruction booklet from the Office of State Tax Commissioner’s website before you start. It walks line by line through the return and is the single most useful reference while you prepare it.

Working Through the Return

Page 1

Page 1 collects the entity information (legal name, DBA, mailing address, EIN, date business started in North Dakota, accounting method, tax year) and then the income and deduction figures carried over from your federal 1065. Wages, salaries, and other compensation reported federally get their own line.⁴ Page 1 is also where you indicate a composite filing election or nonresident withholding obligation.

Schedule K Adjustments

Schedule K is where North Dakota’s tax base diverges from the federal number. Common additions include interest from non-North Dakota state and municipal bonds that was federally exempt, and state and local income taxes deducted on the federal return. The main subtraction is interest from direct U.S. government obligations like Treasury bonds, which is exempt from North Dakota tax.⁴ These adjustments flow through to each partner’s North Dakota K-1, so errors here create mismatches on individual returns later.

Schedule KP and North Dakota Schedules K-1

Schedule KP lists every partner with identifying information, residency status, and ownership percentage. You then prepare a North Dakota Schedule K-1 for each partner showing their share of North Dakota income, losses, adjustments, and credits.¹ Attach copies of all North Dakota K-1s to Form 58 and distribute a copy to each partner for use on their personal returns. Nonresident partners use Part 4 of the K-1 to identify the North Dakota-source income they must report.⁵

Schedule FACT for Multistate Partnerships

If the partnership operates inside and outside North Dakota, apportion the income on Schedule FACT. The standard formula uses property, payroll, and sales weighted equally, comparing North Dakota amounts to totals everywhere. You can instead elect a 100 percent sales-factor weighting, which skips the property and payroll sections, but the election is binding for five consecutive tax years, and once the term ends you must use the equally weighted formula for at least three years before electing again.¹ The six-digit apportionment factor goes to page 1 and applies to the partnership’s apportionable income. Income allocated to a specific state, such as gains from real property sales, bypasses apportionment and is assigned directly.

Nonresident Partner Withholding

This is the piece most likely to produce an actual check to the state. The partnership must withhold North Dakota income tax from the year-end distributive share of every nonresident partner whose North Dakota income exceeds $1,000. For the 2025 tax year, the rate is 2.50 percent, which is the highest North Dakota individual income tax rate. Total withholding for all nonresident partners is paid in full when Form 58 is filed.¹

For this purpose, a nonresident partner includes nonresident individuals, nonresident trusts, nonresident grantor trusts, and pass-through entities commercially domiciled outside the state. C corporations and tax-exempt organizations are not subject to withholding. Several exceptions reduce or eliminate withholding for specific partners:

No withholding is required when a nonresident partner’s North Dakota distributive share is under $1,000 for the year.
A nonresident partner included in a composite return is exempt from withholding, because the composite return satisfies the tax directly.
A nonresident pass-through entity partner can file Form PWE to exempt its share.
A qualifying nonresident individual can file Form PWA to adjust the withholding amount.³

Composite Filing as an Alternative

Rather than having each nonresident partner file a separate North Dakota individual return, the partnership can file a composite return on their behalf. A partner is eligible only if they are a full-year nonresident individual whose sole source of North Dakota income is the partnership. A partner who also receives wages from the partnership for work done in North Dakota has income from a separate source and is not eligible.⁶

The composite return is Form ND-1 plus Schedule CF. Each eligible partner’s tax is their share of North Dakota income multiplied by 2.50 percent for 2025, and those amounts are added together for the composite tax due.¹ No personal deductions, exclusions, or credits are allowed under this method, other than estimated tax payments. Attach a copy of pages 1 and 2 of Form 58 to the composite return. The composite return does not replace Form 58; the partnership still files its own return separately. A general partner must be designated as the North Dakota Tax Matters Person on Schedule CF unless the partnership files a Form 500 naming someone else.⁶

Deadline, Extensions, and How to Submit

Calendar-year partnerships file Form 58 by April 15 of the following year. Fiscal-year partnerships file by the 15th day of the fourth month after the tax year ends. When the deadline falls on a weekend or holiday, the return is due the next business day.¹

If you obtain a federal extension on Form 1065, North Dakota accepts it automatically. No separate state extension form is needed and you do not have to notify the Tax Commissioner. The extended state due date matches the extended federal due date, typically September 15 for calendar-year filers. An extension gives extra time to file, not to pay. If you expect to owe withholding, submit payment by the original deadline using Form 58-EXT (Partnership Extension Payment).³ Interest accrues at 12 percent per year on unpaid tax from the original due date until the earlier of the payment date or the extended due date.¹

File electronically through the free Taxpayer Access Point (ND TAP) or Modernized e-File-compatible software.⁷ Electronic filing is mandatory for partnerships with 10 or more owners.³ If you qualify to file on paper, mail the completed return, all supporting schedules, and the federal 1065 with federal K-1s to:

Office of State Tax Commissioner
600 East Boulevard Ave., Dept. 127
Bismarck, ND 58505-0599

Penalties and Interest

Late filing and late payment penalties are separate and can stack.

Late filing with unpaid tax: 5 percent of the unpaid tax (or $5, whichever is greater) for the month the return was due, plus another 5 percent for each additional month or partial month, capped at 25 percent of the tax.
Late payment on a return filed on time: 5 percent of the unpaid tax or $5, whichever is greater. One-time, not monthly.
Failure to file after a 30-day notice from the Tax Commissioner: a flat $500 penalty on top of the above.²
Interest: 1 percent per month or fraction of a month on unpaid tax after the due date, excluding the month the tax was originally due.¹

The late-filing penalty is what catches most partnerships. Even a small unpaid withholding balance on a late return triggers the monthly escalation. Filing on time with a reasonable payment estimate, then amending later, is almost always cheaper than filing a perfect return late.

1
Office of State Tax Commissioner. 2025 North Dakota Partnership Income Tax Booklet
2
Justia Law. North Dakota Code Title 57 Chapter 57-38
3
North Dakota Office of State Tax Commissioner. S Corp and Partnership Tax
4
Office of State Tax Commissioner. North Dakota Form 58 Partnership Income Tax Return
5
North Dakota Office of State Tax Commissioner. North Dakota Schedule K-1 (Form 58) 2025
6
North Dakota Office of State Tax Commissioner. Income Tax Composite Filing Method
7
Office of State Tax Commissioner. ND TAP Information