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Have you decided that forming an S Corporation in North Dakota is the right decision for you? If so, your next step is figuring out how to do it. Our guide will offer a step-by-step process of forming your North Dakota S Corp.

What is an S Corp?

First and foremost, an S Corp is not a business structure like a limited liability company (LLC) or C Corp. It’s actually a tax designation that these two business types can apply for with the Internal Revenue Service (IRS).

If you’re looking to start an LLC in North Dakota with an S Corp classification, then we have a service to help you do that. We have additional services that can help you run and grow your business and remain compliant at the state and federal levels.

Why apply for S Corp designation?

An S Corp designation can have some benefits for a limited liability company (LLC), like saving on self-employment taxes. For a traditional corporation (C Corp), an S Corp designation can help avoid double taxation. Check out our S Corporation information page to learn more.

Filing a North Dakota S Corp

A North Dakota S Corp requires a few steps to form, from entity formation to finalizing tax elections. We’ll take a deeper dive into tax elections later in this article. Before you can make a tax election, you’ll first need to form a business entity in North Dakota. We’ll walk you through how to do that.

Step 1: Choose a Name

Choosing a name for your North Dakota LLC or corporation requires careful consideration. Remember, this is how the public will know your business, meaning that you’ll have to come up with something catchy with long-lasting appeal. You’ll also need to check whether any other North Dakota businesses have the name you want to use. We can also help you reserve a business name as well.

Choosing Identifiers

You’ll also need to include an identifier like “Inc.” (for a corporation) or “LLC” (for a limited liability company) as part of your company name.

Choosing a Domain Name

Be sure to check the state and local rules in North Dakota before choosing a domain name for marketing your company via a business website. Keep in mind that getting a domain name isn’t required, but if can help you build your brand.

Step 2: Appoint a registered agent

You may hear either the term statutory or registered agent used to describe this role.

What is a Registered Agent?

A registered agent is the person who accepts legal papers on your North Dakota business’s behalf. We offer a Registered Agent Service to help your North Dakota LLC or corporation stay compliant. You should know that all formal businesses in North Dakota are required to have a registered agent. Make sure your business is compliant by getting a registered agent today.

Step 3: Elect directors or managers

With a North Dakota registered agent in place, you’ll want to select directors or managers. Directors help run corporations and corporate boards, and managers help run LLCs. Typically, you’ll need to disclose their identities in your operating documents, so be sure you’ve done your due diligence on who you select to help run your North Dakota business.

Step 4: File Formation Documents with the North Dakota Secretary of State

Once you’ve got your directors or managers in place, you can file your Articles of Incorporation or Articles of Organization with the North Dakota Secretary of State. You’ll be able to file your completed documents online. Once these are filed, congratulations! You’ll have taken the first steps in creating a legal business entity in North Dakota.

Step 5: File Form 2553 in North Dakota

The next step to creating your S Corp in North Dakota is applying for your Employer Identification Number (EIN). Once you apply for your EIN, you can decide whether you want to make an S Corp election.

What is Form 2553?

Form 2553 is the Internal Revenue Service (IRS) form where you’ll make your tax treatment election. Once you’ve applied for and received an EIN, you’re ready to take the final step to make an S Corp election in North Dakota. That final step is completing and filing Form 2553 with the IRS.

Rules for an LLC

If your North Dakota business is an LLC, you may need to take an interim step and file for C Corp status before you can take the final step of filing Form 2553. Check with your tax professional if this applies to you.

S Corporation Requirements and Limitations

You’re now familiar with the term S Corporation. As a North Dakota business owner, you’ve probably also heard the term C Corporation before. S Corps and C Corps aren’t different types of business entities. They are ways the Internal Revenue Service defines and classifies your company for tax purposes. 

Becoming an S Corp in North Dakota

While becoming a North Dakota S Corp can be a great, tax-efficient idea for many businesses, the Internal Revenue Service places some limitations on who can choose S Corp status. Before making the election, make sure your company meets North Dakota S Corporation requirements:

If you meet these requirements, then you may want to file Form 2553 and elect North Dakota S Corp status.

The Pros and Cons of Creating a North Dakota S Corporation

There are many pros and cons of electing North Dakota S Corp status.

Pros

Some pros include:

This isn’t an exhaustive list. There are many more positive aspects to creating a tax-efficient North Dakota S Corp that may apply to your business.

Cons

Some cons of electing to become an S Corporation in North Dakota include:

If you have more questions about weighing the specific pros and cons of S Corp status for your business in North Dakota, you may want to consult an accountant or other tax professional.

What to Know Before Creating a North Dakota S Corporation

Taxes are a common concern for business owners, especially when the time comes to file your corporation income tax return. S corporations are businesses that have limited corporate shareholders but aren’t subject to double taxation.

As we’ve mentioned, a North Dakota S corp is a way to classify your business for tax purposes. Most businesses are legally distinct from their owners and shareholders. An S corp election helps the IRS distinguish which parties associated with your North Dakota business should be taxed at what rate. This includes North Dakota income tax rates.

What’s the Difference Between an S Corp and a C Corp?

There are two main differences between S Corps and C Corps:

North Dakota corporations are treated as C Corps unless and until you make an election otherwise, so be sure you don’t miss any election deadlines. 

What Are the Requirements to Become an S Corp?

When you file Form 2553, the IRS provides instructions on how to complete the form. You’ll need to make the election within a specific time frame depending upon your business circumstances. You should note that you may not need to file the form at the same time you create your North Dakota business entity.

If your entity has been up and running for months or even years, you may be able to make a new tax election at the start of a new tax year or after certain deadlines. If you want to make a new election and miss the deadline, it can seriously impact your tax obligations.

Can LLCs Choose an S Corporation Election?

An LLC can make an S corp election in North Dakota. LLC owners usually choose S corp status for tax and accounting reasons. North Dakota S corp status can help mitigate some issues related to self-employment and other taxes. We provide great tax resources for small businesses and can help guide you through some of the benefits of S corp status for self-employed business owners.

We can help 

Our formation services can help your North Dakota corporation get the right tax treatment for your business goals and needs. We can assist you through all stages of your business growth — from forming your entity quickly, keeping you compliant, and helping you learn about your tax obligations. 

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.

North Dakota S Corp FAQs

  • What are the benefits of creating an S Corporation in North Dakota?

    Benefits to creating a North Dakota S Corp include personal asset protection, pass-through taxation, and accounting flexibility.

  • How should I choose a name for my North Dakota S Corp?

    Be sure to follow all state laws when choosing the name for your business entity.

  • Should I identify my LLC as an S Corporation?

    The IRS needs to know that you’ve elected S Corp tax treatment. Other than that, there is no need for your S Corp status to be reflected in the name of your business.

  • How should I calculate taxes for my S Corporation? 

    A qualified bookkeeper or accountant will be able to tell you how to calculate taxes for your North Dakota S Corp.

North Dakota Business Resources

How to File an S Corp in Your State

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