North Dakota Foreign LLC Registration Guide

The term "transacting business" is left undefined, but NDCC § 10-32.1-82 sorts activities into two piles. The first pile does not trigger registration on its own: contesting or settling lawsuits, gatherings of members, managers or governors, bank accounts, securities transfer offices, holding property as an executor, trustee, guardian or conservator, making or investing in loans and taking security, collecting debts, and a single transaction that finishes inside thirty days without being part of a series.

The second pile surprises people. Under subsection (2), real estate or physical equipment that earns income and is owned inside North Dakota (apart from property already excused) does amount to transacting business. A rental house or leased equipment can therefore require a certificate of authority even if the LLC has no office, staff or customers in the state. Unlike many state lists, this one has no entry for interstate commerce, independent contractors or orders accepted elsewhere, so do not assume those exemptions exist here.

According to the statute, this section does not settle questions of service of process, taxation or other regulation. If your situation is borderline, a North Dakota attorney should look at it before you lean on any exemption.

A foreign LLC may not transact business or obtain a license or permit in North Dakota until the Secretary of State issues a certificate of authority (§ 10-32.1-74). You request it with an application under § 10-32.1-75. North Dakota publishes no paper form and no form number; most business registrations are handled through the Secretary of State's FirstStop portal. The state fee for filing the application and issuing the certificate is $135.

Expect to supply the company name (plus a different name for use here, if there is one), the home jurisdiction, any expiration date set at home, the registered agent, the purpose the LLC proposes to pursue in the state, and the names and addresses of its governors and managers. The Secretary of State may ask for further information, and the state publishes no processing time.

If you apply under a name other than the one in your home state, the statute requires the trade name to be registered under chapter 47-25 at the time you apply.

In our checkout, $199 covers the preparation and the $135 is the state's charge, so the amount due today is $334.

Alongside the application goes a certificate from the office where your LLC was organized. The statute calls it a certificate of status in one place and, elsewhere, a good standing or existence certificate authenticated by the organizing officer; whichever label your home state uses will do. You order it from that state, and you should have it before the application is submitted.

North Dakota states no age limit for the certificate, and the cost is whatever your home state charges. A recent one is the safe choice.

You may apply under any name a North Dakota LLC could use, whether or not it matches your home-state name (§ 10-32.1-73). In practice that means an LLC designator and a name that does not collide with one already on file. If yours collides, apply under a different name for use here; the statute then requires that trade name to be registered under chapter 47-25 at the time of the application.

An authorized foreign LLC must keep a registered agent and registered office in North Dakota at all times (§ 10-32.1-78). The Secretary of State's agent guidance lets you use a commercial agent, or a noncommercial one: a person living in North Dakota, or a domestic or foreign corporation or LLC that is registered with the state, in good standing, and has a business office here.

The filing needs a full physical North Dakota address for the agent. A business may not serve as its own agent, and you need the agent's approval before naming it. That ruling matters for an LLC that is thinking of listing itself to save a fee.

Section 10-32.1-84 starts with the usual bar: no lawsuit in a North Dakota court by an LLC without a certificate of authority. Contracts remain valid, the company can defend suits, and members, managers and governors are not personally liable just because the company never registered. By operating unregistered, the company is deemed to have made the Secretary of State its agent for lawsuits about that North Dakota activity.

North Dakota then adds real money. A foreign LLC transacting business without a valid certificate faces a civil penalty of up to $5,000, payable to the state. Each governor, or each member or agent where there are no governors, who authorizes, directs or takes part in that business faces a penalty of up to $1,000. The Attorney General brings the action in Burleigh County district court. A court that finds a violation must add an injunction against more business, and it stays in force until the penalties, interest and court costs are settled and the LLC has otherwise complied.

Every authorized foreign LLC owes the Secretary of State a yearly report, and the filing costs $50. The statute says before November 16, and the Secretary of State lists November 15. The first is due the year after the calendar year in which the certificate was issued. A late report adds a $50 late fee, and the state may mark the company not in good standing.

Go six months past the due date and the LLC forfeits its authority, with the certificate considered revoked by operation of law. Reinstatement means filing the past-due report with its fees and penalties plus a reinstatement fee equal to the original registration fee, within a year of the revocation; after a year it takes a petition to the district court.

Tax registration with the state may also apply, depending on what the business does. To leave North Dakota, file the application for withdrawal (§ 10-32.1-81), $20.

Hand us the company details and your home certificate. We complete the application and deliver it to the Secretary of State, naming a North Dakota agent that is free through the first year and $149 annually after. Service of process reaching that agent is scanned and uploaded for you the same business day at no cost.

The amount paid at checkout is for the filing plus the agent's opening year. November's annual report and any tax work are separate, and we are a document-filing company that is not a law firm.

A corporation can go through this checkout too, with the state charge and the bottom line identical to an LLC's: $334 today.