North Dakota Articles of Organization

North Dakota Articles of Organization are what you file when you are forming an LLC in the state.4 min read

North Dakota Articles of Organization are what you file when you are forming an LLC in the state. Without this filing, your LLC will not be able to conduct business in North Dakota.

How to Form an LLC

There are a number of steps you need to take in order to form an LLC correctly:

Part I: Choosing a Name

Start by choosing a name for your LLC. Be sure it's one that will work well with your industry and help you build a brand. You will need to include "LLC" or some variation of it in the title. It's wise to think of a backup name in case your first choice is not available. Your name cannot be a first and last name, nor can it contain certain words like trust, bank, banking, trust company, etc.

You'll want to check the North Dakota LLC Database to see if your preferred name is available or not. Once you've chosen an available name, you need to register it. Complete forms SFN 59250 and SFN 13410. There is a $10 filing fee you'll need to pay as well. Send the completed forms and filing fee to the Secretary of State. You can fax your information and pay by credit card as well.

Part II: Filing LLC Paperwork

You need to download the North Dakota Articles of Organization form, which is what will create your business. It will ask for basic information such as the following:

  • Personal address.
  • Business address.
  • Registered agent.
  • Business effective date.

Send or fax the Articles of Organization to the Secretary of State, along with the filing fee of $135. If you mail it, you can pay the fee by personal check while you can pay by credit card when you fax the documentation. Processing time is around five to seven days. Once it's been completed, you will be notified through the mail on whether your LLC has been accepted.

Part III: Finalize Your Filing

You need to appoint a registered agent. The agent will accept papers on behalf of your LLC if the business is to be sued. It can be a person or another business, but they must have a physical address in North Dakota.

Although it's not required, it's important to create an operating agreement. Your operating agreement can include a number of important elements about how your LLC will be organized, its finances, and applicable rules and regulations. This is your company handbook. Sample sections could include the following:

  • Capital contributions.
  • Business formation.
  • Management (member-managed or manager-managed).
  • Profits and Losses and how they are distributed.
  • Bookkeeping.
  • Compensation.
  • Transfers.
  • How important decisions are handled.

Next, apply for an EIN through the IRS if you plan to have a company bank account or more than one member in your business. Verify if any other licensing is required. North Dakota requires retail stores to register with the Office of the State Tax Commissioner and to charge sales tax. You may also need to pay city taxes depending on where you are located. The Secretary of State website will explain the details for each business scenario.

Farming and Ranching LLCs

Does your LLC fall under general business purposes or is it for ranching and/or farming? You have to let the Secretary of State know in the first section of your Articles of Incorporation. You can verify whether your LLC meets the definition of ranching/farming by reviewing the North Dakota statute, Chapter 10-06.1-01. If you do meet the definition of ranching/farming, you must file an Initial Report for Farming or Ranching alongside your Articles of Organization.

Post-Filing Requirements for LLCs in North Dakota

Once your LLC is filed, you need to ensure you meet all the post-filing requirements. First, you will need to file an annual report. These are due each year by November 15. North Dakota has state income tax, and the rate for LLCs varies depending on the business's taxable net income.

Taxes for LLCs in North Dakota

LLCs have a tax advantage because they can decide how the business will be taxed for federal income taxes. For federal tax purposes, an LLC can choose to be taxed as any of the following:

  • Corporation.
  • Sole proprietorship.
  • Partnership.

If you have a single member LLC, you'll be treated like a sole proprietorship and report LLC profits on your 1040 Schedule C. You're responsible for self-employment taxes just like any other self-employment company. Multi-member LLCs typically are taxed like a partnership and file IRS Form 1065. This form allows you to report and allocate profits according to the LLC's Operating Agreement.

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