How to File a North Dakota LLC or Corporation Amendment

When you first form your North Dakota limited liability company (LLC) or corporation, you must submit certain information about the business to the state that will become public record. But what happens when your business changes and some of this information changes with it? Then, you’ll need to file an amendment to your Articles of Organization or Articles of Incorporation to update the state and stay legally compliant. If this sounds overwhelming, don’t worry. Read on to learn about the North Dakota amendment process and see how we can help.

Amending a North Dakota LLC Articles of Organization

If you need to make changes to a North Dakota LLC, we’ll show you how in this section. But if you need to make changes to a corporation, keep scrolling to the section titled “Amending a North Dakota Corporation Articles of Incorporation.”

Step 1: Determine if you need to amend your Articles of Organization

To form your North Dakota LLC and begin receiving certain entity benefits, you must first file North Dakota Articles of Organization. The Articles of Organization will serve as the foundation for your business and must include important information such as: 

• Name of the LLC
• Name and address of the registered agent for the LLC
• Address of the principal executive office
• Name and address of each organizer

Generally speaking, if you need to make any changes to the information you included in this form, then you’ll need to file amendment paperwork. However, if the only change you need to make is to your LLC’s principal address or mailing address, you can do this online by accessing your registration record in the FirstStop Portal and filing the Address Change of Principal Executive Office form. You can also change your principal address or mailing address by updating it on your annual report; there’s no filing fee for this.

While you can change your registered agent and/or their address with an amendment, if this is the only change you’re making, you have the option to instead file a Registered Agent/Office Change form. The filing fee for this form is only $10, whereas the Articles of Amendment fee is $50 (as of this writing).

Step 2: Identify and gather the information you need to amend

North Dakota LLCs file the Articles of Amendment to make changes to their founding documents. But before you jump into the filing process, it’s helpful to gather all the information you need to make your desired changes.

Here’s what you’ll need to file your on your Articles of Amendment:

• Name of your LLC
• Your federal ID number
• Phone number
• Address for your principal office
• Text of each amendment you’re making
• Effective filing date for the amendment
• Signature of an authorized person
• Contact information for questions about the form

Having all of this information on hand can help streamline your filing process.

Why should I update my Articles of Organization?

Keeping your business compliant with state business regulations helps it maintain its entitlement to all of its legal benefits. When you file your entity as a legal LLC in North Dakota, all information included in your filing becomes public knowledge. If your information changes but you don’t update it, the public may not have accurate contact information. Any changes in your registered agent should be reported as well since they are responsible for receiving service of process and other important communications on behalf of your business.

Are there penalties if I don’t?

Unfortunately, there can be penalties for failing to amend your North Dakota Articles of Organization. One such penalty is the inability to secure a North Dakota Certificate of Good Standing for your business. A Certificate of Good Standing is an important legal document for your business. This is the document that certifies that your LLC is legally registered and permitted to operate within the state. Without a valid and current Certificate of Good Standing, your LLC may be unable to: 

• Apply for business loans and other funding
• Open business bank accounts
• Enter into contracts with government agencies and other entities

Without the ability to partake in these types of important business activities, your business growth may suffer. Don’t let this happen — keep your LLC compliant so that it can obtain a Certificate of Good Standing when the time comes. 

Step 3: File your amendment with the North Dakota Secretary of State

Now it’s time to file your paperwork. In North Dakota, you can file the Articles of Amendment online through the Secretary of State’s FirstStop portal. You can also file by postal mail using the “Business/Farm/Professional Limited Liability Company Articles of Amendment” form downloaded from the Secretary of State’s website. Either way, you’ll fill the form in with all the information you gathered during Step 2.

At the time of this writing, there’s a $50 filing fee for this form. Once the paperwork is processed, your amendment will go into effect.

Amending a North Dakota Corporation Articles of Incorporation

Need to make changes to a North Dakota corporation? We’ll show you how in this section.

Step 1: Determine if you need to amend your Articles of Incorporation

In North Dakota, the Articles of Incorporation is the form you file to officially create your corporation; technically, until you file this form, your corporation doesn’t even exist. The Articles of Incorporation requires a variety of information about your business, including:

• Your corporation name
• Name and address of your registered agent
• Address for your principal office
• Name and address of each incorporator
• Number of shares your corporation will have authority to issue
• Effective date for the form

Generally, if you need to make changes to this information, then you’ll need to file an amendment. However, if the only change you need to make is to your corporation’s principal address or mailing address, you can do this online by accessing your registration record in the FirstStop Portal and filing the Address Change of Principal Executive Office form. You can also change your principal address or mailing address by updating it on your annual report; there’s no filing fee for this.

While you can change your registered agent and/or their address with an amendment, if this is the only change you’re making, you have the option to instead file a Registered Agent/Office Change form. The filing fee for this form is only $10, whereas the Articles of Amendment fee is $20 (as of this writing).

Step 2: Identify and gather the information you need to amend

North Dakota corporations file the Articles of Amendment when they need to make changes to their founding documents. But before you begin the paperwork, it’s helpful to gather the information you need to make your desired changes.

In your articles, you’ll need to include:

• Name of the corporation
• Text of the amendment you want to make
• Date the amendment was adopted

Having all of this information on hand can help streamline your filing process.

Step 3: File your amendment with the North Dakota Secretary of State

The final step is to file your paperwork. North Dakota recommends filing online through their FirstStop portal for the most streamlined filing experience. You’ll need to use all the information you gathered during Step 2.

At the time of this writing, there’s a $20 fee for domestic corporations and a $40 fee for foreign ones. Once your paperwork is processed, your amendment will go into effect. 

North Dakota Articles of Amendment vs. Restated Articles

North Dakota also provides LLCs and corporations with the option to file Restated Articles of Organization or Restated Articles of Incorporation. Filing restated articles allows your business to supersede and replace the prior articles. This can sometimes be a good option to consider when the business intends to make many or significant changes.

To restate its Articles of Organization, an LLC must file with the Secretary of State a restatement, designated as such in its heading. In an introductory paragraph, the present name of the company should be stated along with the changes the restatement makes to the Articles of Organization.

For a corporation, the board of directors would need to approve a resolution to restate the Articles of Incorporation with an amendment. The amendment should include a statement saying that the restated articles supersede the original articles and all the amendments to the original articles.

North Dakota Articles of Amendment vs. Statement of Correction

Sometimes, a business may simply make a mistake or error in the original Articles of Organization or Articles of Incorporation filing. In these cases, the company may file a Statement of Correction instead of an amendment. Specifically, you may file a Statement of Correction when a record filed with the Secretary of State: 

• Inaccurately records the action referred to in the record
• Contains an inaccurate or erroneous statement 
• Was defectively or erroneously signed, sealed, acknowledged, or verified

The filing fee for filing a Statement of Correction is generally the same as for the Articles of Amendment. 

Let us help keep your North Dakota business state compliant 

Staying legally compliant is imperative to the future success of your LLC or corporation. To do so, you must make sure to appropriately amend your North Dakota Articles of Organization or Articles of Incorporation when changes arise in the course of your business. 

We can help you stay compliant and keep your business on track. With our amendment filing service, we can take care of changing your Articles of Organization or Articles of Incorporation to stay compliant, and our Worry-Free Compliance service includes up to two yearly amendments in addition to other helpful tools and filing services to keep your business up to date. Let us take some stress off your shoulders so that you can get back to focusing on running your business.