Your first consideration when choosing a name for your LLC is that it be unique from any other business in the state of North Dakota. You can quickly and easily do a name check on the North Dakota Secretary of State website business name database to verify the business name you want is available. For a $10 fee, you can reserve a name for 12 months by filing the Reserve Name Application (SFN 13015) online (you’ll need to create a user account).
In order to comply with North Dakota state law, your company’s name must end with the term “Limited Liability Company” or the abbreviation “LLC” or “L.L.C.” Your LLC name must avoid the words “Bank,” “Banker,” “Banking,” “Corporation,” “Incorporated,” “Limited Partnership,” “Limited Liability Partnership,” “Limited Liability Limited Partnership,” or any abbreviations thereof, as well as any language stating or implying that the business is organized for some impermissible purpose.
The state of North Dakota requires that any LLC have a registered agent for service of process. This means your LLC must have an entity that agrees to physically accept any legal papers on the company’s behalf should it be sued. This entity does not have to be an individual person. The registered agent can be any resident of the state of North Dakota or a business entity authorized to do business in North Dakota so long as the agent has a physical street address within the state.
You may want to consider preparing an operating agreement to outline the ownership and operating procedures for your LLC. Though not required by the state, an operating agreement will set the guidelines for running your company. This does not need to be filed with the state, but it can go a long way toward ensuring your company’s success.
An IRS Employer Identification Number (EIN) is required of your LLC unless it is a single-member LLC with no employees. Obtaining an EIN is as easy as completing the application on the IRS website.
It’s possible your company will need to register with the North Dakota Office of the State Tax Commissioner. Whether or not your company needs to follow this step will depend on the exact types of taxes it will be collecting and/or has been collecting from the state and whether you have employees. The Application for Income Tax Withholding and Sales & Use Tax Permit (Form SFN 59507) can be filed online (you’ll need to create a TAP account first) or by mail. If your LLC has employees, you’ll need to register for the Unemployment Insurance Tax through the North Dakota Unemployment Insurance Employer Account System.
If your company is a foreign LLC, also referred to as an out-of-state LLC, wanting to do business in the state of North Dakota, you’ll need to follow all the steps outlined above with a few minor differences.
You will need to file a Certificate of Authority Foreign Limited Liability Company Application (SFN 19381) with the North Dakota Secretary of State as well as a Certificate of Existence or Good Standing from your LLC’s domestic or home state. The Certificate of Existence/Good Standing must date back no more than 90 days prior to filing. The filing fee is the same: $135.
Some industries will require you to secure federal, state, and/or local licenses to legally operate in the state of North Dakota.
There isn’t one central location where you can check to see if your business has everything it needs to be compliant. Do some careful research to find out what licenses and permits you need or hire a professional service to do it for you.