There’s a lot of paperwork required to start a business in North Dakota. You may have written a business plan and filed registration papers with the state, and now you’re underway. Congratulations!
Now, for limited liability companies (LLCs) and corporations, it’s time to file an annual report for your business. It’s vital to understand why skipping this step, or filing your annual report late, is detrimental to your company. This guide can help you understand the annual report process.
The state of North Dakota requires LLCs and corporations to file annual reports to show they’re in compliance with the state’s rules. A business that stays in compliance receives a certificate of good standing to demonstrate its credibility and legitimacy.
Annual reports can be filed with the North Dakota Secretary of State through its FirstStop website or by mail. There’s also an option on the form to print and file by mail.
As a courtesy, the North Dakota Secretary of State may send you a reminder postcard before the annual report is due, but don’t rely on it. Filing on time is your responsibility.
LLCs and corporations have different filing deadlines and requirements for the annual report. To file online, go to the FirstStop portal and enter your business’s name or system ID to find your company.
If you’re filing an annual report for an LLC, the form is relatively basic. You’ll be required to list the company name and principal address, the names and business addresses of the managers or any member with the authority of manager, and the name and address of the registered agent.
Domestic and foreign corporations have a slightly more complicated annual report form. Be prepared to submit information on officers (president, vice president, secretary, and treasurer), directors, and shares.
The North Dakota Secretary of State encourages all annual report filings to be done online through its FirstStop website. If you prefer to file by mail, you can print out the form and mail it to the Secretary of State’s Annual Processing Center.
Domestic and foreign North Dakota LLCs must use the annual report to update any changes made to their principal executive office and names and addresses of managers/governors. Domestic LLCs that change their registered agent may also update this information with the annual report, if they haven’t already done so with a Commercial or Noncommercial Registered Agent Statement of Change. Foreign LLCs that change their registered agent must file a Commercial or Noncommercial Registered Agent Statement of Change, as well.
To change the company’s name, foreign LLCs must use the Amended Certificate of Authority Foreign LLC application. Along with the form and $50 filing fee, foreign LLCs must provide a current Certificate of Fact from the state or country where the Articles of Organization are filed, verifying the name change.
Domestic corporations must update their directors, officers, contact information, and principal address on the annual report. If they have changed their registered agent, they must file Commercial or Noncommercial Registered Agent Statement of Change in addition to the annual report. For other changes, domestic corporations must file amendments using the Corporation Articles of Amendment form found on the North Dakota Secretary of State website. There is a $20 filing fee for domestic corporations to file amendments.
Foreign corporations must also update their directors, officers, contact information, and principal address on the annual report. If they have changed their registered agent, they must file Commercial or Noncommercial Registered Agent Statement of Change as well. Foreign corporations must make other changes to their annual report using the Amended Certificate of Authority Foreign Corporation Application form. There is a $40 fee to file amendments.
Nonprofits must change their registered agent or registered agent’s address on the actual annual report form, without filing an amendment.
A full list of fees for filing annual reports and amendments is available online via the North Dakota Secretary of State.
In North Dakota, LLC reports are due on or before November 15 each year. The first annual report is due the year after you initially established your business entity. Domestic and foreign corporation deadlines are different. Domestic corporations must file on or before August 1 each year, and foreign corporations must file on or before May 15 each year. Nonprofits must file their annual report by February 1 each year.
For LLCs, the annual report filing fee is $50 if filed by Nov. 15. Domestic corporations are charged a $25 fee when filing an annual report by the Aug. 1 deadline. Foreign corporations pay $25 if they file by the May 15 deadline. Nonprofits are charged a $10 filing fee.
You can make online payments using most major credit cards. If you’re paying by mail, the Secretary of State accepts checks, cashier’s check, and money orders.
LLCs have a simple annual report form. You’ll need to provide the following information for your North Dakota business:
Domestic and foreign corporations have a more complicated annual report form. Required information is:
The North Dakota Secretary of State processes annual reports filed online immediately. Mail filings are accepted as “on time” if the postmark date on the envelope is on or before the required date.
Print out a copy of the filled-out annual report for your records and retain proof of payment just in case there’s a dispute. In addition, the filing fees are write-offs for any taxes you file.
You can obtain a certified copy of your annual report filing for $20 by requesting it from the Secretary of State. Their phone number is (701) 328-2900.
LLCs that miss the November 15 annual report deadline are charged a $50 penalty, bringing the cost of the filing to $100. Domestic and foreign corporations that file the annual report late after the August 1 deadline but by November 1 will accrue a $20 penalty. This means that instead of a $25 filing fee, they’ll pay $45. After November 1, the filing fee increases to $85. Nonprofits are charged a $5 late fee after the February 1 deadline.
For domestic corporations, failing to respond three months after the deadline will place the company in “not good standing.” One year after the deadline, the corporation will be involuntarily dissolved. That means the business will lose its corporate status.
For foreign corporations, missing the deadline by three months will place the firm in “not good standing.” One year after the annual report is due, if it hasn’t been filed, the foreign corporation’s authority will be revoked.
For LLCs, failing to file your annual report by the deadline will label your company as “not good standing.” Six months after the annual report deadline, the LLC will be involuntarily terminated. If your company is administratively dissolved, you’ll lose your LLC status and you’ll need to file new paperwork to get it reinstated.
Nonprofits are charged a $5 late penalty ($15 total filing fee) if their annual report is filed after the February 1 deadline. If the annual report isn’t filed within one year of the deadline, the nonprofit will be involuntarily dissolved.
The North Dakota Secretary of State has basic guidelines on its website to help you file annual reports for LLCs, corporations, and nonprofits. But if you need additional assistance, you can reach out to them directly.
If you close your business, you’ll need to alert the North Dakota Secretary of State. Otherwise, you’ll be charged for missed annual report filings, including penalties, up to two times. To reinstate your business, you’d have to pay the late annual report fees plus reinstatement fees. Companies that haven’t notified the North Dakota Secretary of State of their closure are no longer considered in good standing and can still be sued. However, a company that’s not in good standing does not retain its LLC or corporate status, and would lose its liability protection.
Failure to file puts your business in the “not good standing” category with the state and, eventually, the Secretary of State will administratively dissolve your business. Administrative dissolution happens one year after missing your annual report for all corporations and nonprofits. LLCs are dissolved after six months.
Annual reports filed through FirstStop are processed immediately. If you file by mail, processing can take two to four weeks, and your postmark will serve as the barometer for meeting your annual report’s deadline.
Because the North Dakota Secretary of State encourages online filings, electronic signatures are accepted.
Anyone authorized to act on behalf of your business can file the annual report. This could be a director, manager, or registered agent.
Because farming and ranching LLCs are formed under different statutes than regular LLCs or corporations, they’re required to file a free first report with their articles. All other types of new businesses don’t need to file one. Use the filing deadlines listed above to gauge your annual report’s deadline.
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