North Dakota Corporation amendments

How to Amend North Dakota Articles of Incorporation

North Dakota law requires corporations to keep vital information up to date. Learn how to amend your Articles of Incorporation and how we can help you stay compliant.

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In the state of North Dakota, filing Articles of Incorporation registers the business with the state and provides the state with important information about the corporation itself. Occasionally, changes occur within a corporation that trigger the need to amend your Articles of Incorporation and file those amendments with that state. Let’s take a look at the process for changing your North Dakota Articles of Incorporation, and how we can help.

Need to form your corporation first? Head over to our North Dakota Corporation Formation service page to see how we can make forming your company smooth and easy. 

What are North Dakota Articles of Incorporation?

North Dakota requires corporations to file Articles of Incorporation to validly register to do business within the state. The Articles of Incorporation must contain:

  • Corporation’s name
  • Registered agent name and address
  • Principal office address
  • Aggregate number of shares the corporation is authorized to issue
  • Name and address of each incorporator
  • Effective date of the corporation

Upon receiving the Articles of Incorporation, the Secretary of State issues a Certificate of Incorporation for your records.

Step 1: Determine if you need to change your North Dakota Articles of Incorporation

A corporation’s Articles of Incorporation provide the state with important information about the business. As businesses grow and evolve, the information contained in your Articles of Incorporation might change. When that happens, you need to notify the state of the changes by filing Articles of Amendment.

In the course of operating a corporation, you may encounter requests for a Certificate of Good Standing. A Certificate of Good Standing verifies that your corporation meets the legal compliance requirements to operate in the State of North Dakota. A failure to update the state following changes made to your business can result in your corporation losing its good standing status. 

If your corporation isn’t in good standing, you can’t obtain a Certificate of Good Standing. Without a Certificate of Good Standing, many businesses and individuals may refuse to contract with your corporation, limiting your business’s opportunity to thrive.

Step 2: Review the requirements for your North Dakota amendment

North Dakota allows corporations to alter the information provided in their Articles of Incorporation by filing Articles of Amendment with the Secretary of State. The Articles of Amendment can change, add, or remove provisions included in the Articles of Incorporation, so long as the information contained in the amendment was authorized to be included in the original Articles of Incorporation.

Do I need to attach supporting documents with the amendment?

In most cases, the board of directors must approve the change made by the Articles of Amendment. Thus, it’s important to attach any available documentation outlining the voting and approval process for the amendment.

If the change is made prior to the issuance of shares, the incorporators or the board of directors can authorize the amendment. If shares have been issued, the shareholders vote on the proposed amendment.

Step 3: Gather information for your North Dakota amendment

You can alter some information contained in the Articles of Incorporation without filing Articles of Amendment. For example, corporations can change the location of their principal office and their registered agent without filing Articles of Amendment. The North Dakota Secretary of State has specific forms for these changes on its website.

We can help you register and maintain your North Dakota corporation

Running a business has several moving parts. Not only are you in charge of operating your corporation, but you have to keep your corporation legally compliant at the same time. Our services can allow you to focus on running your business while we worry about the corporate formalities. Even if you haven’t formed your North Dakota corporation yet, our formation services can help you do so.

On the compliance side, we offer registered agent services to satisfy North Dakota’s requirement of providing the name and address of a registered agent on your Articles of Incorporation. This service also stores your business’s vital documents in an easy-to-use dashboard, so you can access and print them any time you want.

Our Worry-Free Compliance service provides additional benefits, including: 

  • Sending alerts to business owners for important compliance and filing deadlines
  • Covering costs for filing your annual report and two yearly amendments
  • Providing expert support in the event your North Dakota corporation falls out of good standing

Contact us today to learn more about how we can help your business grow and thrive.

Disclaimer: The content on this page is for information purposes only, and does not constitute legal, tax, or accounting advice. If you have specific questions about any of these topics, seek the counsel of a licensed professional.

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FAQs

  • What entities need to file North Dakota Articles of Amendment?

    All forms of corporations must file Articles of Amendment in North Dakota.

  • How much does it cost to file an amendment?

    Filing fees change from time to time. You can find the most current pricing information at sos.nd.gov.

  • Who can file a North Dakota corporation amendment?

    A North Dakota corporation’s Articles of Incorporation and bylaws define the authority and duties of members of the corporation. Typically, an officer of the corporation must file the Articles of Amendment.

  • Where do I file an North Dakota corporation amendment?

    North Dakota has transitioned to an online filing system for business entities.

  • Is a North Dakota corporation amendment the same as an annual report?

    North Dakota requires all corporations to file an annual report with the Secretary of State on or before August 1st of each year. This requirement doesn’t depend on changes occurring within your corporation. North Dakota requires Articles of Amendment, on the other hand, only when changes in your corporation result in your Articles of Incorporation no longer being accurate.

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