When you first form your North Dakota limited liability company (LLC), 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 to update the state and stay legally compliant. If this sounds overwhelming, don’t worry. Read on to learn about the North Dakota LLC amendment process and see how we can help.
What are North Dakota Articles of Organization?
To form your North Dakota LLC and begin receiving certain entity benefits, you must first file 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
Haven’t formed your business yet and need help getting started? With our North Dakota LLC formation service, we can help make the process easy as you start, manage, and grow your business.
Step 1: Determine if you need to change your North Dakota Articles of Organization
Filing Articles of Organization is a crucial step in getting your North Dakota LLC up and running. Sometimes, however, changes may become necessary. When this happens, you must update the state accordingly to continue receiving the entity’s benefits and keep the business legally compliant. But these aren’t the only reasons it’s important to amend your Articles of Organization.
Other reasons for doing so include:
- Providing the public with information for contact purposes
- Allowing accurate service of process for legal documents
- Compliance and auditing purposes
Thus, don’t fall behind on amending your Articles of Organization. Let us help you stay compliant instead.
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 crucial 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 2: Identify what to change in your North Dakota Articles of Organization
North Dakota law permits an LLC to amend its Articles of Organization at any time. The document that allows you to do so is called the Articles of Amendment.
Almost any time the LLC makes changes to the information filed in the original Articles of Organization, it must file Articles of Amendment. Common amendments that many LLCs make in the Articles of Amendment include changes to:
- The name of the LLC
- The period of the LLC’s duration
- Purpose of the LLC
- Registered agent information
- Any other information set forth in the original Articles of Organization
However, if the LLC is only changing the address of the principal executive office, then the LLC doesn’t need to file Articles of Amendment. Rather, the LLC may instead report this change in the next North Dakota annual report or submit the change in writing to the Secretary of State without a filing fee.
Step 3: Gather information for filing your North Dakota amendment
Before filing your North Dakota Articles of Amendment, it’s important to know what information you’ll need. You’ll want to be as specific as possible about what amendments the LLC is making.
To file your North Dakota LLC amendment, you’ll need to state:
- The name of the LLC
- The changes that the amendment is making to the Articles of Organization
- A statement that the amendment was adopted pursuant to North Dakota law
Step 4: File your North Dakota amendment
Once you have all the information you need, you’re ready to move forward. You can file your North Dakota Articles of Amendment with the Secretary of State through the online FirstStop portal. However, the Articles of Amendment can’t be processed until you’ve paid the requisite filing fee, which may change from time to time.
North Dakota Articles of Amendment vs. Restated Articles of Organization
North Dakota also provides LLCs with the option to file Restated Articles of Organization. Filing Restated Articles of Organization allows your LLC to supersede and replace the prior articles. This can sometimes be a good option to consider when the LLC intends to make many or significant changes.
North Dakota Articles of Amendment vs. Statement of Correction
Sometimes, the LLC may simply make a mistake or error in the original Articles of Organization filing. In these cases, the LLC 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 LLC state compliant
Staying legally compliant is imperative to the future success of your LLC. To do so, you must make sure to appropriately amend your North Dakota Articles of Organization when changes arise in the course of your business.
We can help you stay compliant and keep your business on track. With our amendment service we can take care of changing your Articles of Organization 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.
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.
- Do I need an attorney to amend my Articles of Organization in North Dakota?
Having an attorney isn’t required to file your amendment. However, if you do run into legal or other compliance issues, it may be a good idea to seek the advice of a legal professional.
- What business changes can be reported in a North Dakota LLC Articles of Amendment form?
Any updates to the information in an LLC’s original Articles of Organization, including additions, deletions, or alterations, must be reported in an Articles of Amendment form.
- Is a North Dakota LLC Articles of Amendment the same as an annual report?
No, the Articles of Amendment is a different document than an annual report. Your LLC must file an annual report each year detailing certain information about the business. This must be filed regardless of whether any changes have been made in the previous year. Articles of Amendment, however, need to be filed only when changes arise.
- How long does it take to file an LLC Articles of Amendment in North Dakota?
Actually filing your North Dakota Articles of Amendment can take as little as a few minutes through the online filing portal. However, processing time can vary depending on the workload of the Secretary of State at that time.
- What will I receive from the State of North Dakota when the LLC Articles of Amendment is filed?
If the Secretary of State finds that the Articles of Amendment conform to applicable law and all fees have been paid, they will then record the document in the office of the Secretary of State. While you may not receive direct confirmation when this happens, you can check the status of your submission through your online account.
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