North Dakota Registration for a Foreign LLP

Under NDCC 45-22-03, a foreign LLP transacting business in North Dakota must file its registration with the Secretary of State's office, and from the effective date of that filing the registration authorizes the partnership to transact business here. Section 45-22-19 adds the corollary: no foreign LLP may transact business, or obtain a state license or permit, before it has registered.

Home-jurisdiction law still decides the partners' dealings among themselves and their exposure as partners. The state may not reject a registration merely because North Dakota law is not the same, and the registered partnership gets the same rights as a North Dakota LLP and nothing beyond them. The registration stays effective through changes in the partnership until it is withdrawn or revoked.

The statute never defines transacting business. The Secretary of State's partnership page offers a practical checklist instead: a physical storefront or office; staff in the state; sales tax collection; a licensing or permit need; or a government contract from a successful bid. The page tells readers to consult an attorney or business advisor.

On the other side, NDCC 45-22-21 says that several activities, among others, are not transacting business: handling litigation; partner meetings and internal governance; bank accounts; a transfer office or trustee for the partnership's own interests; independent-contractor sales; solicited orders that bind only upon acceptance elsewhere; creating or acquiring debt, secured or not; collecting debts and foreclosing or cancelling contracts for deed, taking deeds in lieu, and holding what is recovered; selling or transferring title to property in the state; one deal closed inside thirty days and not repeated as a habit; and interstate commerce.

Income-producing property

Subsection 3 carves out a rule in the other direction. If a foreign LLP holds land, buildings or movable assets here that earn income, and the exclusions do not already cover them, the partnership is considered to be transacting business. Rented land, a leased building or equipment hired out locally would qualify. The statute is silent about property that earns nothing, and it does not decide which contacts bring a partnership under other North Dakota laws on process, taxes or regulation.

Registration happens in the FirstStop Portal, and the office lists no numbered paper form and no turnaround time. The fee set by NDCC 45-22-22 is $60, and there is no extra charge for additional partners.

What the registration states

• The partnership's name, with a second name if it will use one here
• Its jurisdiction of origin and the date it expires there
• The nature of the business to be transacted in North Dakota
• Whether it will be engaged in farming or ranching, or own or lease farm land, in the state
• The address of its principal executive office
• The registered agent, with a North Dakota address if noncommercial
• Each managing partner's name and address, plus all partners if farming or ranching is involved
• An acknowledgment that its North Dakota status ends automatically unless it keeps LLP status at home without interruption

A managing partner signs. A managing partner that is itself a corporation, LLC, limited partnership, LLP, LLLP or fictitious-name partnership needs its own separate registration. A partnership operating under any alternate name also registers a fictitious partnership name.

NDCC 45-22-03(3)(c) requires the registration to be accompanied by evidence from the place where the partnership was first registered. The registering officer of that state or country authenticates one of two documents: a certificate showing good standing, or one showing existence. You request it from that office.

Neither the statute nor the partnership page on the Secretary of State's site gives a maximum age. The certificate comes from another government, so allow for the wait, and choose a recent one so that dates never become a question. The name on it should be the name you register.

An LLP names its agent under chapter 10-01.1. A commercial agent, one the Secretary of State lists as such, can be named without an address in the filing. A noncommercial agent may be a North Dakota resident. Alternatively it can be a corporation or LLC that appears in the state's records, is in good standing and has a street address in North Dakota for the filing.

An LLP may never be its own agent, and whoever is named must consent first. The law gives the agent two tasks: relay what is served, and keep its own listing current. A statement of change of agent or address costs $10.

Foreign LLPs file an annual report before April 1, so March 31 is the practical date. The first report is due before April 1 of the year following registration, and it costs $25. It states the partnership's name and jurisdiction, its registered office and agent, its chief executive office, a brief description of its work in the state, each managing partner, and farm land details where relevant.

After the due date the Secretary of State sends notice that the registration is not in good standing, and a $20 late fee applies. Six months without the report and fees means the registration and the authority to transact business are forfeited. Reinstatement is possible within a year with the past-due report, the fees and a reinstatement fee of $50.

Corrected or amended registrations, needed when information changes, are $25. A notice of withdrawal ends the registration for $10. Taxes are outside this filing.

NDCC 45-22-20 and 45-22-20.1 set out what follows:

• The partnership cannot maintain a claim or action in any North Dakota court until it registers
• It is liable to the state for the fees it would have been charged if registered and current, which the attorney general sues to collect
• The partnership may be fined as much as $5,000, and each managing partner or agent who authorizes or participates can be penalized up to $1,000 as well
• A Burleigh County district court action by the attorney general also produces an injunction against further business until the penalties, interest and costs are settled and the chapter is followed

Some things do not change. Its contracts and acts are not undone, it can still defend itself, and unregistered activity alone does not forfeit a partner's cap on personal liability. In effect, the partnership names the Secretary of State to receive notices, process and demands.

Mainstay does not file LLP registrations, since the foreign qualification checkout it runs serves LLCs and for-profit corporations only. The LLP's own partners, or their lawyer, complete the FirstStop registration. What Mainstay can be is the LLP's registered agent, at $149 each year, a rate that does not rise at renewal.

You enter Mainstay's North Dakota address in the registration, and the state shows it publicly. A summons that reaches the agent is scanned and placed in your online account that business day, with no fee, and so are up to three government letters in a calendar year. When a different agent is currently on record, Mainstay files the replacement and bills the state's $10 charge, no more. The North Dakota registered agent page has the details, and Mainstay is not a law firm.