Understanding North Dakota LLC Laws
The rules for starting and running a North Dakota limited liability company (LLC) are laid out by North Dakota LLC laws.
In this guide, we offer simple explanations to North Dakota LLC laws about:
- LLC Formation Requirements
- Registered Agent Duties and Appointment
- Operating Agreements
- Annual Report Requirements
To learn more about starting an LLC, visit our form an LLC guide.
LLC Formation Requirements
North Dakota LLC laws set out the requirements for forming an LLC. The State of North Dakota has created the FirstStop online portal to simplify the process.
North Dakota LLC Formation Statute
The following LLC formation statutes are from the North Dakota Uniform Limited Liability Company Act:
10-32.1-20. Formation of a limited liability company - Articles of organization.
1. One or more individuals of the age of eighteen years or more or other persons may act as organizers to form a limited liability company by signing and filing with the secretary of state articles of organization together with the fees provided in section 10-32.1-92.
2. The articles of organization:
a. Must state:
(1) The name of the limited liability company, which must comply with section 10-32.1-11;
(2) With respect to the registered agent:
(a) The name of the commercial registered agent of the limited liability company as provided in chapter 10-01.1; or
(b) The name and address of a noncommercial registered agent in this state as provided in chapter 10-01.1;
(c) The address of the principal executive office;
(d) The name and address of each organizer; and
b. May state an effective date of organization, which must not be later than ninety days from the date of filing with the secretary of state.
3. Subject to subsection 3 of section 10-32.1-15, articles of organization may also contain statements as to matters other than those required by subsection 2. However, a statement in articles of organization is not effective as a statement of authority.
4. With respect to formation:
a. A limited liability company is formed when articles of organization have been filed with the secretary of state or at a later date as specified in the articles of organization.
b. If the secretary of state finds that the articles of organization conform to law and that all fees have been paid under section 10-32.1-92, then the secretary of state shall file the articles of organization and issue a certificate of organization to the organizers or their representative.
c. Except as against this state in a proceeding to terminate or revoke the certificate of organization or in a judicial proceeding pursuant to section 10-32.1-51, the filing of the articles of organization by the secretary of state is conclusive proof that the organizer satisfied all conditions to the formation of a limited liability company.
d. The formation of a limited liability company does not by itself cause any person to become a member. However, this chapter does not preclude an agreement, made before or after formation of a limited liability company, which provides that one or more persons will become members, or acknowledging that one or more persons became members, upon or otherwise in connection with the formation of the limited liability company.
Start forming your LLC by reading our Best LLC Services review.
What This Means: Key Takeaways*
The North Dakota LLC statute provides the requirements for setting up (or forming) an LLC. The State of North Dakota offers online LLC filing to meet these requirements.
Required Information for North Dakota LLC Formation:
- LLC’s name (Must meet North Dakota LLC naming requirements)
- LLC principal office’s street and mailing address
- Registered agent’s name, North Dakota address, and signature of acceptance
- The name and address of each organizer
Optional Information for North Dakota LLC Formation:
- LLC organizers can add their own provisions as long as the provisions don’t conflict with LLC statute.
- An effective date of organization, which must not be later than ninety days from the date of filing with the secretary of state.
Recommended: For help with completing the LLC formation forms, visit our North Dakota LLC Articles of Organization guide.
Registered Agent Duties and Appointment
North Dakota LLC laws define the duties and appointment of the LLC registered agent.
North Dakota LLC Registered Agent Statute
The following registered agent statutes are from the North Dakota Uniform Limited Liability Company Act and Registered Agents Act:
10-32.1-16. Registered office and registered agent.
Every limited liability company shall have a registered office and a registered agent, in the manner prescribed by chapter 10-01.1.
10-01.1-05. Appointment of registered agent.
1. A registered agent filing must state: a. The name of the commercial registered agent of the represented entity; or b. If the entity does not have a commercial registered agent, then the name and address of the noncommercial registered agent of the entity. 2. The appointment of a registered agent pursuant to subsection 1 is an affirmation by the represented entity that the agent has consented to serve as such. 3. Upon request and as soon as practicable, the secretary of state shall make available in a record a list of filings that contain the name of a registered agent. The list must: a. List in alphabetical order the names of the registered agents; and b. State: (1) The type of filing; (2) The name of the represented entity making the filing; and (3) The address of the principal executive office if disclosed in the record filed by the represented entity.
10-01.1-08. Change of registered agent by entity.
1. A represented entity may change the information currently on file under subsection 1 of section 10-01.1-05 by filing with the secretary of state a statement of change on forms prescribed by the secretary of state and signed on behalf of the entity which states: a. The name of the entity; and b. The information that is to be in effect as a result of the filing of the statement of change. 2. The interest holders or governors of a domestic entity need not approve the filing of: a. A statement of change under this section; or b. A similar filing changing the registered agent or registered office of the entity in any other jurisdiction. 3. The appointment of a registered agent pursuant to subsection 1 is an affirmation by the represented entity that the agent has consented to serve as such. 4. A statement of change filed under this section takes effect on filing. 5. Instead of using the procedures in this section, a represented entity may change the information currently on file under subsection 1 of section 10-01.1-05 by amending its most recent registered agent filing as provided by the laws of this state other than this chapter for amending that filing.
What This Means: Key Takeaways*
A registered agent’s job is to accept service of process (legal summons to a lawsuit).
A North Dakota registered agent must:
- Maintain a registered office in North Dakota (i.e., no P.O. boxes)
- Be an individual, a North Dakota corporation or LLC, or foreign corporation or LLC with a business address that is the same as the registered office address
Registered agent information is kept on file by the State of North Dakota. If you change your registered agent or if your registered agent resigns, you must file a change of registered agent form.
Operating Agreements
North Dakota LLC laws provide guidelines for creating and maintaining an LLC operating agreement.
The following operating agreement statutes are from the North Dakota Uniform Limited Liability Company Act:
10-32.1-13. Operating agreement - Scope - Function - Limitations.
1. Except as otherwise provided in subsections 2 and 3, the operating agreement governs: a. Relations among the members as members and between the members and the limited liability company; b. The rights and duties under this chapter of a person in the capacity of manager or governor; c. The activities of the company and the conduct of those activities; and d. The means and conditions for amending the operating agreement. 2. To the extent the operating agreement does not otherwise provide for a matter described in subsection 1, this chapter governs the matter. 3. An operating agreement may not: a. Vary the capacity of a limited liability company under section 10-32.1-08 to sue and be sued in its own name; b. Vary the law applicable under section 10-32.1-09; c. Vary the power of the court under section 10-32.1-22; d. Subject to subsections 4 through 7, eliminate the duty of loyalty, the duty of care, or any other fiduciary duty; e. Subject to subsections 4 through 7, eliminate the contractual obligation of good faith and fair dealing under subsection 4 of section 10-32.1-41; f. Unreasonably restrict the duties and rights stated in section 10-32.1-42; g. Vary the power of a court to decree dissolution in the circumstances specified in subdivisions d and e of subsection 1 of section 10-32.1-50; h. Vary the requirement to wind up the business of a limited liability company as specified in subsection 1 and subdivision a of subsection 2 of section 10-32.1-51; i. Unreasonably restrict the right of a member to maintain an action under sections 10-32.1-33 through 10-32.1-38; j. Restrict the right to approve a merger, conversion, or domestication under section 10-32.1-71 to a member that will have personal liability with respect to a surviving, converted, or domesticated organization; or k. Except as otherwise provided in subsection 2 of section 10-32.1-15, restrict the rights under this chapter of a person other than a member, manager, or governor. 4. If not manifestly unreasonable, and without limiting the terms that may be included in an operating agreement, the operating agreement may: a. Restrict or eliminate the duty: (1) As required in subdivision a of subsection 2 and in subsections 7 and 8 of section 10-32.1-41, to account to the limited liability company and to hold as trustee for it any property, profit, or benefit derived by the member in the conduct or winding up of the company's business, from a use by the member of the company's property, or from the appropriation of a limited liability company opportunity; (2) As required in subdivision b of subsection 2 and in subsections 7 and 8 of section 10-32.1-41, to refrain from dealing with the company in the conduct Page No. 13 or winding up of the company's business as or on behalf of a party having an interest adverse to the company; and (3) As required by subdivision c of subsection 2 and in subsections 7 and 8 of section 10-32.1-41, to refrain from competing with the company in the conduct of the business of the company before the dissolution of the company; b. Identify specific types or categories of activities that do not violate the duty of loyalty; c. Alter the duty of care, except to authorize intentional misconduct or knowing violation of law; d. Alter any other fiduciary duty, including eliminating particular aspects of that duty; and e. Prescribe the standards by which to measure the performance of the contractual obligation of good faith and fair dealing under subsection 4 of section 10-32.1-41. 5. The operating agreement may specify the method by which a specific act or transaction that would otherwise violate the duty of loyalty may be authorized or ratified by one or more disinterested and independent persons after full disclosure of all material facts. 6. To the extent the operating agreement of a member-managed limited liability company expressly relieves a member of a responsibility that the member would otherwise have under this chapter and imposes the responsibility on one or more other members, the operating agreement may, to the benefit of the member that the operating agreement relieves of the responsibility, also eliminate or limit any fiduciary duty that would have pertained to the responsibility. 7. The operating agreement may alter or eliminate the indemnification for a member, manager, or governor provided by subsection 2 of section 10-32.1-40, and may eliminate or limit the liability of a member, manager, or governor to the limited liability company and members for money damages, except for: a. Breach of the duty of loyalty; b. A financial benefit received by the member or manager to which the member or manager is not entitled; c. A breach of a duty under section 10-32.1-32; d. Intentional infliction of harm on the company or a member; or e. An intentional violation of criminal law. 8. The court shall decide any claim under subsection 4 that a term of an operating agreement is manifestly unreasonable. The court: a. Shall make its determination as of the time the challenged term became part of the operating agreement and by considering only circumstances existing at that time; and b. May invalidate the term only if, in light of the purposes and activities of the limited liability company, it is readily apparent that: (1) The objective of the term is unreasonable; or (2) The term is an unreasonable means to achieve the objective of the provision.
What This Means: Key Takeaways*
An LLC operating agreement allows LLC members to create rules for how their unique LLC operates. These rules are often called “terms” or “provisions.”
Operating agreements are limited by state statute. For example, if the statute says LLC members can’t dissolve an LLC without all members agreeing, LLC members can’t change or override the statute with an operating agreement.
When an operating agreement is in place, it’s easier to navigate situations involving the operation of the LLC. And, if a lawsuit or dispute arises, LLC members (or the courts) have something to reference.
If a dispute arises that can’t be resolved by LLC members and there isn’t an operating agreement, the courts will use LLC statute to resolve disputes.
Creating an Operating Agreement
Some LLCs, such as professional LLCs or real estate LLCs, might need unique terms, while others might only need to cover standard provisions:
- Each member’s responsibilities
- How new members will be admitted
- How existing members may transfer or terminate their membership
- How profits and dividends will be distributed
- The process for amending the operating agreement
Use our free operating agreement template or learn more with our What Is an Operating Agreement guide.
Annual Report Requirements
North Dakota LLC laws set out the requirements for annual LLC reporting. The State of North Dakota has created an annual report portal to simplify the process.
North Dakota LLC Annual Report Statute
The following annual report statutes are from the North Dakota Uniform Limited Liability Company Act:
10-32.1-89. Secretary of state - Annual report to the secretary of state.
1. Each limited liability company, and each foreign limited liability company authorized to transact business in this state, shall file, within the time provided by subsection 3, an annual report setting forth:
a. The name of the limited liability company or foreign limited liability company and the state or country under the laws of which it is organized.
b. The address of the registered office of the limited liability company or foreign limited liability company in this state, the name of its registered agent in this state at that address, and the address of its principal executive office.
c. A brief statement of the character of the business in which the limited liability company or foreign limited liability company is actually engaged in this state.
d. The names and respective addresses of the managers and governors of the limited liability company or foreign limited liability company or the name or names and respective address or addresses of the managing member or members of the limited liability company or foreign limited liability company.
2. The annual report must be submitted on forms prescribed by the secretary of state. The information provided must be given as of the date of the execution of the report. The annual report must be signed as provided in subsection 49 of section 10-32.1-02, the articles, the bylaws, or a resolution approved by the affirmative vote of the required proportion or number of the governors or members entitled to vote. If the limited liability company or foreign limited liability company is in the hands of a receiver or trustee, then the annual report must be signed on behalf of the limited liability company or foreign limited liability company by the receiver or trustee. The secretary of state may destroy any annual report provided for in this section after the annual report is on file for six years.
3. Except for the first annual report, the annual report of a limited liability company or foreign limited liability company must be delivered to the secretary of state before November sixteenth of each year. The first annual report of a limited liability company must be delivered before November sixteenth in the year following the calendar year of the effective date stated in the articles of organization, and the first annual report of a foreign limited liability company must be delivered before November sixteenth of the year following the calendar year in which the certificate of authority was issued by the secretary of state. The secretary of state must file the report if the report conforms to the requirements of subsections 1 and 2.
a. If the report does not conform, then it must be returned to the limited liability company or foreign limited liability company for any necessary corrections.
b. If the report is filed before the deadlines provided in this subsection, then penalties for the failure to file a report within the time provided do not apply if the report is corrected to conform to the requirements of subsections 1 and 2 and returned to the secretary of state within thirty days after the annual report was returned by the secretary of state for correction.
4. After the date established under subsection 3, the secretary of state shall notify any limited liability company or foreign limited liability company failing to file its annual
What This Means: Key Takeaways*
You can file your North Dakota annual report online.
Your North Dakota LLC annual report must state the following information (and must be current as of the date of filing):
- The name of the LLC
- Street address of principal office and mailing address
- Street address of registered office and registered agent name
- The purpose of the LLC
- The names and addresses of the governors, managers, and/or members of the LLC
Annual Report Due Dates:
- Annual reports are due by November 15 each year. The first annual report is due the year following LLC formation.
*This information is provided for educational and entertainment purposes only. Please consult a lawyer for legal advice.