Form a North Dakota LLC

At LawInc, we keep things simple and allow you to easily form your North Dakota (ND) Limited Liability Company online or over the phone (800-989-5294).

North Dakota LLC formation is simple with LawInc.com. Once you submit your application, we check name availability, prepare your Articles of Organization and file your paperwork with the North Dakota Secretary of State. As soon as your North Dakota LLC is formed, we forward you your final paperwork.

A North Dakota LLC can help protect your personal assets, such as your home, car or family savings. In the event of a lawsuit or if your business should fail, your personal assets cannot be touched, assuming you have properly formed, capitalized and maintained your LLC. This limited liability feature of a North Dakota LLCs is not available in a sole proprietorship or general partnership, where the business owners are personally liable for all business debts.

Let LawInc walk you through the North Dakota Limited Liability Company formation process. Our clear, concise and easy to use website, helps keep things simple.

North Dakota LLC Name

The first step in forming a North Dakota (ND) Limited Liability Company (LLC) is selecting the business name. North Dakota LLC names:

• Must contain the words “Limited Liability Company” or the abbreviation “L.L.C.” or “LLC”, or the combination “Ltd. Liability Co.” or “Ltd. Liability Company.”
• May not contain language stating or implying that the Limited Liability Company is organized for a purpose other than one permitted by the laws of North Dakota and its articles of organization.
• Must be distinguishable upon the records of the Secretary of State from the name of any domestic or authorized foreign Limited Liability Company, corporation or Limited Partnership.

An available North Dakota LLC name may be reserved for 120 days.

LawInc.com permits you to choose up to three names and will conduct a name search for your North Dakota LLC, prior to filing.North Dakota LLC Formation

North Dakota LLC Filing Procedure: When forming a North Dakota LLC, the North Dakota Articles of Organization must be filed with the North Dakota Secretary of State. The North Dakota Articles of Organization must state:

• The North Dakota LLC name.
• Name and address of each North Dakota LLC organizer.
• Street address of North Dakota registered agent.
• Street address of principle place of business.

North Dakota LLC Organizers: An North Dakota limited liability company can be formed by one (1) or more organizers.

North Dakota LLC Members: North Dakota LLCs require 1 or more members. There is no residence or age requirement. North Dakota LLC members are not required to be listed in the Articles of Organization.

North Dakota LLC Duration: The period of duration of a limited liability company shall be perpetual unless the North Dakota Articles of Organization place a limitation on the company’s existence or until dissolution or termination.

North Dakota Registered Agent: An North Dakota LLC must maintain a registered agent and office to receive service of process in North Dakota. The North Dakota registered agent should be available, at an North Dakota physical address, during normal business hours to accept important legal and tax documents on behalf of the North Dakota LLC. The registered agent can either be (1) a domestic entity or a foreign entity that is registered to do business in North Dakota or (2) an individual resident of the state. A North Dakota LLC may not act as its own agent.

North Dakota LLC Operating Agreement: After filing, it is highly advised that an operating agreement is drafted which dictates the LLC internal affairs and management. There is no set criteria, but an North Dakota LLC operating agreement should reference how the North Dakota LLC is managed, allocation of profits and losses and member capital contributions. The North Dakota LLC operating agreement does not need to be filed.

North Dakota LLC Post-Filing Requirements

North Dakota LLC Annual Report: North Dakota LLCs are required to file Annual Reports. The North Dakota LLC Annual Report is due by November 15th. For more information, visit: http://www.nd.gov/sos/businessserv/annualforms/index.html.

North Dakota LLC Taxes

North Dakota State Income Tax: The LLC tax rate for North Dakota is variable, depending on North Dakota taxable net income.

Federal Income Tax: An advantage of the LLC is its tax flexibility. LLC members are allowed to select how the entity will be taxed. An LLC may be classified for federal income tax purposes as either a:

• Sole proprietorship
• Partnership, or
• Corporation.

Single member LLCs are treated the same as sole proprietorships. Profits are reported on Schedule C as part of your individual 1040 tax return. Self-employment taxes on North Dakota LLC net income must be paid just as you would with any self-employment business.

Most North Dakota multi-member LLCs elect to be treated as partnerships by the IRS and file IRS Form 1065. On this form, North Dakota LLC profits are reported and allocated to each of the owners according to the North Dakota LLC’s operating agreement. Each owner is given a Schedule K-1, which shows each owner’s share of LLC income or loss. The owner then reports and pays taxes on this income on the owner’s annual 1040 income tax return. It is important to note that as with sole proprietorships, all North Dakota LLC profits are taxed to the owners, even if they are not actually distributed by the LLC. This situation can arise when the LLC needs to use its profits to pay ongoing expenses.

If pass-through taxation is not desired, an LLC may elect to be taxed as a corporation by completing IRS Form 8832. If this election is made, the LLC is taxed as a C corporation by the federal government. Because the corporate income tax rates for the first $75,000 of corporate taxable income are lower than the individual income tax rates that apply to the taxable income of non-corporate taxpayers, it is possible a net income tax savings can result from this tax election. Additionally, an LLC can be taxed like an S corporation by filing IRS Form 2553.

Federal Tax Identification Number/Employer Identification Number (EIN): The Federal Tax Identification Number, also known as the Employer Identification Number (EIN) is a number that is assigned to a business by the Internal Revenue Service. An EIN is like a Social Security Number for a business. It is a requisite for certain business functions such as opening bank accounts or hiring employees. An EIN is typically required if the North Dakota LLC has more than one owner or any employees.

North Dakota LLC Dissolution/Cancellation

North Dakota LLC Dissolution/Cancellation: In order to dissolve or cancel an North Dakota LLC, the members or managers must file Articles of Dissolution with the North Dakota Secretary of State.

Acts Triggering North Dakota LLC Dissolution: A North Dakota LLC can be dissolved upon the happening of one of the following:

• At a time specified in the Articles of Organization or operating agreement;
• Upon occurrence of events specified in the Articles of Organization or operating agreement;
• Consent by the specific number or percentage of members indicated in the operating agreement;
• At any time there are no members; or
• Judicial decree to dissolve by a Court.