When Is a Change of Registered Agent Required in North Dakota?
North Dakota requires every represented entity to file a statement of change with the Secretary of State whenever it needs to change its registered agent, its registered office address, or both. Under the North Dakota Registered Agents Act (N.D. Cent. Code ch. 10-01.1), every domestic or foreign entity that is organized, registered, or authorized to transact business in the state must continuously maintain a registered agent and a registered office within North Dakota. This obligation extends to business corporations, professional corporations, farming and ranching corporations, nonprofit corporations, limited liability companies, professional limited liability companies, limited partnerships, limited liability partnerships, limited liability limited partnerships, professional limited liability partnerships, cooperative associations that elect to appoint a registered agent, and every category of foreign entity holding a certificate of authority from the Secretary of State.
A domestic entity that fails to appoint and maintain a registered agent faces involuntary dissolution, while a foreign entity faces revocation of its certificate of authority. Because the registered agent is the entity’s sole designated recipient for service of process, court filings, tax notices, and official government correspondence, any gap in coverage can lead to missed deadlines, default judgments, and an inability to defend lawsuits in state courts.
The following circumstances each require the entity to file a change:
- The current registered agent resigns
- The current registered agent moves out of North Dakota or is no longer a resident of the state
- The registered agent’s physical address changes due to relocation, postal renaming, or any other cause
- The registered agent is no longer available at the registered office during normal business hours
- The entity voluntarily selects a new registered agent
- The agent no longer consents to serve
North Dakota does not distinguish between voluntary and involuntary changes. Whether the entity is proactively hiring a professional agent service or scrambling to replace an agent who resigned, the filing obligation and the form are the same.
Grounds for Changing Your Registered Agent in North Dakota
Most registered agent changes arise from a small set of recurring situations. Some are driven by the entity’s own strategic decisions — consolidating agent services across multiple states, for example — while others are forced by events outside the entity’s control, such as an agent’s resignation or an agent’s relocation out of the state. The table below summarizes the most common grounds along with the filing each one requires.
| Ground | Filing Required |
| Registered agent resigns | Entity must file a statement of change to appoint a replacement agent |
| Registered agent moves out of North Dakota | Entity must file a statement of change to appoint a new in-state agent |
| Registered agent’s address changes (physical relocation, postal reassignment) | Agent files a statement of change of address; entity may also file if appointing a different agent |
| Entity switches to a commercial registered agent service | Entity must file a statement of change naming the new commercial agent |
| Registered agent no longer available during business hours | Entity must file a statement of change to appoint a new agent |
| Registered agent no longer consents to serve | Entity must file a statement of change to appoint a new agent |
| Entity relocates its own registered office | Entity must file a statement of change reflecting the new address |
The entity’s registered agent name and registered office address are part of the public record maintained by the Secretary of State and are searchable through the FirstStop Portal business records search. Outdated information must be corrected promptly — stale records increase the risk of missed service of process and potential administrative action.
North Dakota Registered Agent Change Requirements
Before filing a statement of change, the entity must confirm that the proposed new registered agent satisfies North Dakota’s eligibility rules, that the registered office address meets statutory requirements, and that the new agent has consented to the appointment.
Eligibility of the New Registered Agent
North Dakota recognizes two categories of registered agents — commercial registered agents and noncommercial registered agents — and the eligibility rules differ slightly between them.
- Option A – Commercial Registered Agent: A person or business that has filed a Commercial Registered Agent listing with the Secretary of State under N.D. Cent. Code § 10-01.1-06. A commercial registered agent may be an individual residing in North Dakota, or a domestic or foreign corporation or LLC authorized to transact business in the state. The Secretary of State’s list of commercial registered agents is available through the FirstStop Portal. When an entity designates a commercial registered agent, it does not need to include the agent’s address in the filing — the Secretary of State already has the address on record.
- Option B – Noncommercial Registered Agent: An individual residing in North Dakota, or a domestic or foreign corporation or LLC authorized to transact business in North Dakota with a physical office address in the state. A corporation or LLC serving as a noncommercial registered agent must be in good standing with the Secretary of State. The filing entity itself may not serve as its own registered agent — however, an individual associated with the entity may serve if that person resides in North Dakota.
Registered Office Address
The registered office must be an actual street address or rural route box number in North Dakota, as required by N.D. Cent. Code § 10-01.1-04. A P.O. Box may be listed only as a separate mailing address — it cannot serve as the registered office itself. The registered office address must correspond to the business address of the registered agent. For a commercial registered agent, the address on file with the Secretary of State satisfies this requirement automatically.
Consent of the New Registered Agent
The individual or organization designated as the new registered agent must agree to the appointment before the change is filed. Under N.D. Cent. Code § 10-01.1-05, “the appointment of a registered agent pursuant to subsection 1 is an affirmation by the represented entity that the agent has consented to serve as such.” Proof of consent is not required to be filed with the Secretary of State, but the entity should retain a written record of it.
Note: Naming a person or entity as a registered agent without obtaining consent may result in involuntary dissolution of the entity. Under N.D. Cent. Code § 10-01.1-11, if a person discovers that they have been appointed without prior consent, they may notify the Secretary of State in writing, and the Secretary of State will remove the appointment and notify the entity that it has failed to maintain a registered agent.
Execution
The statement of change must be signed by a person authorized to do so under the organic rules of the entity — typically an officer, governor, manager, general partner, or other authorized representative. The filing does not require notarization.
How to File a Statement of Change of Registered Office/Agent
A North Dakota entity changes its registered agent or registered office by filing a Commercial or Noncommercial Registered Agent Statement of Change (SFN 13019) with the Secretary of State. This single form serves both domestic and foreign entities of every type — corporations, LLCs, limited partnerships, LLPs, nonprofits, cooperatives, and professional entities.
The form collects the following information:
- Entity information: The legal name of the entity exactly as it appears in the Secretary of State’s records.
- Type of change: Whether the entity is appointing a new commercial registered agent, appointing a new noncommercial registered agent, reflecting a name change of a noncommercial registered agent, or changing the address of the current noncommercial registered agent.
- New agent designation: If appointing a commercial registered agent, provide the agent’s name as it appears on the Secretary of State’s commercial registered agent list. If appointing a noncommercial registered agent, provide the agent’s full name and complete physical address in North Dakota — including street or rural route, city, state, and zip code.
- Signature: The form must be signed by a person authorized to act on behalf of the entity.
Under N.D. Cent. Code § 10-01.1-08, the interest holders or governors of a domestic entity need not approve the filing of a statement of change — this is an administrative filing that does not require a formal vote, resolution, or board action. The filing takes effect upon acceptance by the Secretary of State.
As an alternative, N.D. Cent. Code § 10-01.1-08(5) permits an entity to change its registered agent information by amending its most recent registered agent filing under the organic law governing that entity type. In practice, however, the statement of change form is the most direct and commonly used method.
Filing Method: Online vs. Mail
The statement of change may be filed electronically through the Secretary of State’s online portal, by mail, or in person at the Secretary of State’s Bismarck office. Online filing is the Secretary of State’s preferred method and is generally processed faster than paper submissions.
| Method | Details |
| Online | File through the FirstStop Portal. Payment by credit card. |
| Send completed form and payment to: North Dakota Secretary of State, PO Box 5513, Bismarck, ND 58506-5513. Checks payable to “Secretary of State.” | |
| In Person | Deliver to: 600 E. Boulevard Ave., Dept. 108, Bismarck, ND 58505. Payment by check, cashier’s check, or money order. |
The FirstStop Portal handles the majority of business registration filings and maintenance, including registered agent changes. Entities that file online receive confirmation through the portal upon acceptance. Paper filings sent by mail are subject to standard mail processing times before the Secretary of State begins review.
Registered Agent Change Filing Fees by Entity Type
The filing fee for a statement of change of registered agent or registered office is $10, as set by N.D. Cent. Code § 10-01.1-03. North Dakota applies a uniform fee under the Registered Agents Act — the fee does not vary by entity type. The sole exception is that no fee is charged when the address change results from rezoning or postal reassignment, in the Secretary of State’s opinion.
| Entity Type | Filing Fee |
| Business Corporation (domestic or foreign) | $10 |
| Professional Corporation (domestic or foreign) | $10 |
| Farming or Ranching Corporation (domestic or foreign) | $10 |
| Authorized Livestock Farm Corporation (domestic or foreign) | $10 |
| Nonprofit Corporation (domestic or foreign) | $10 |
| Limited Liability Company (domestic or foreign) | $10 |
| Professional Limited Liability Company (domestic or foreign) | $10 |
| Limited Partnership (domestic or foreign) | $10 |
| Limited Liability Partnership (domestic or foreign) | $10 |
| Limited Liability Limited Partnership (domestic or foreign) | $10 |
| Professional Limited Liability Partnership (domestic or foreign) | $10 |
| Cooperative Association | $10 |
The Secretary of State does not charge a fee to file a statement of resignation — N.D. Cent. Code § 10-01.1-03(3) expressly provides that “the secretary of state may not collect a fee to file a statement of resignation.” Accepted payment methods include credit card for online filings through FirstStop, and check, cashier’s check, or money order payable to “Secretary of State” for mail and in-person filings.
Effective Date of a Registered Agent Change in North Dakota
A statement of change of registered agent takes effect immediately upon filing with the Secretary of State. North Dakota does not offer a delayed effective date or future-event effective date for this particular filing.
Immediate effect: Under N.D. Cent. Code § 10-01.1-08(4), “a statement of change filed under this section takes effect on filing.” Once the Secretary of State processes and accepts the filing, the entity’s registered agent and registered office information is updated in the state’s records. There is no waiting period, no delayed-effectiveness option, and no additional confirmation step.
This immediate-upon-filing rule means that the entity should secure the new registered agent’s consent before submitting the form. The new agent’s obligation to receive and forward service of process begins the moment the Secretary of State accepts the filing, and the former agent’s responsibility for any matter tendered to it on behalf of the entity ends at that same point.
Changing the Registered Agent Address Without Changing the Agent
When a registered agent changes its own address — but the same individual or organization continues to serve — the agent itself may notify the Secretary of State by filing a separate statement of change, rather than requiring each represented entity to file individually. North Dakota provides distinct procedures for noncommercial and commercial registered agents.
Noncommercial Registered Agent Address Change
Under N.D. Cent. Code § 10-01.1-09, if a noncommercial registered agent changes its name or address, the agent must file a statement of change with the Secretary of State for each entity it represents. The filing must state the name of the represented entity, the agent’s new name (if the name changed), and the agent’s new address (if the address changed). The statement takes effect on filing. The agent must promptly furnish each represented entity with notice of the filing and the changes made.
Commercial Registered Agent Address Change
Under N.D. Cent. Code § 10-01.1-10, a commercial registered agent that changes its name, address, or type of organization files a single statement of change with the Secretary of State. That single filing automatically updates the records for every entity represented by the commercial agent — no separate filing for each entity is required. The commercial agent must promptly notify each represented entity of the change.
Note: If a commercial registered agent changes its address without filing the required statement, the Secretary of State may cancel the agent’s listing under N.D. Cent. Code § 10-01.1-10(5). A cancellation under this provision has the same effect as a voluntary termination — the agent ceases to be agent for service of process for every entity it represents, and each entity must appoint a replacement.
The following table compares the entity-filed change form with the agent-initiated address change:
| Feature | Entity Statement of Change (SFN 13019) | Agent-Initiated Address Change |
| Filed by | The entity | The registered agent |
| Purpose | Change agent, change registered office address, or both | Update the agent’s own name or address while continuing to serve |
| Can appoint a new agent | Yes | No |
| Covers multiple entities in one filing | No — one filing per entity | Yes (commercial agents: single filing covers all represented entities) / No (noncommercial agents: one filing per entity) |
| Prior notice to entity required | — | Yes — agent must promptly furnish notice to represented entities |
| Signed by | Authorized representative of the entity | The registered agent or authorized representative of the agent |
| Fee | $10 per entity | $10 (commercial agents: one fee updates all represented entities; noncommercial agents: $10 per entity) |
The commercial agent address change is particularly valuable for professional registered agent services that represent hundreds or thousands of entities across the state, because a single $10 filing updates every represented entity’s records simultaneously.
What Happens After the Change Is Filed
Once the Secretary of State accepts the statement of change, several consequences follow immediately:
- The entity’s registered agent and registered office information in the Secretary of State’s records is updated to reflect the new designation.
- The filing is effective as a change to the entity’s registered agent information on file — no separate amendment to the entity’s articles, certificate of authority, or other organic document is required.
- The new agent’s name and address become part of the entity’s public filing history, searchable through the FirstStop Portal.
- The former registered agent ceases to have responsibility for any matter tendered to it as agent for the entity.
- Evidence of the accepted filing is available to the submitter through the FirstStop Portal or by requesting a certificate from the Secretary of State.
Changing a Registered Agent for a Foreign Entity Registered in North Dakota
A foreign entity registered to transact business in North Dakota is subject to the same registered agent and registered office requirements as a domestic filing entity. Under the North Dakota Registered Agents Act, every qualified foreign entity — meaning a foreign entity authorized to transact business in the state pursuant to a filing with the Secretary of State — must maintain a registered agent and registered office in North Dakota at all times.
A foreign entity changes its registered agent by filing the same Commercial or Noncommercial Registered Agent Statement of Change (SFN 13019) used by domestic entities. The identical eligibility requirements, consent requirements, physical street address rules, execution requirements, filing methods, and $10 filing fee apply. This is true whether the foreign entity is a corporation, LLC, limited partnership, LLP, LLLP, professional entity, or nonprofit.
A foreign entity that fails to maintain a registered agent in North Dakota faces revocation of its certificate of authority. For foreign business corporations, revocation is governed by N.D. Cent. Code § 10-19.1-141. For foreign LLCs, the administrative termination provisions of N.D. Cent. Code § 10-32.1-90 apply. Once an entity’s authority is revoked, it loses authorization to transact business in North Dakota and may be unable to maintain lawsuits in state courts or enforce contracts governed by North Dakota law.
Frequently Asked Questions About Changing a Registered Agent in North Dakota
How long does it take to change a registered agent in North Dakota?
The Secretary of State does not publish a guaranteed processing time for statements of change. Under N.D. Cent. Code § 10-01.1-08, the filing takes effect upon acceptance, meaning the change becomes legally effective as soon as the Secretary of State records it. Online filings submitted through the FirstStop Portal are generally processed more quickly than paper filings sent by mail. For questions about current processing times, contact the Secretary of State’s office at 701-328-2900 or toll-free at 800-352-0867.
Do I need to notify my current registered agent before changing?
North Dakota law does not impose an obligation on the entity to notify the outgoing agent before filing a statement of change. The change is effective upon filing and acceptance by the Secretary of State. Many entities choose to notify the outgoing agent as a professional courtesy, particularly when the former agent holds original service of process documents that need to be forwarded. If the outgoing agent wishes to end the relationship independently — rather than waiting for the entity to act — the agent may file a separate statement of resignation at no charge.
Can I change my registered office address without changing the registered agent?
Yes. The statement of change form allows the entity to update only the registered office address while retaining the same registered agent. This situation commonly arises when a noncommercial registered agent relocates to a new physical address within North Dakota. The entity — or the agent itself, using the agent-initiated address change procedure under N.D. Cent. Code § 10-01.1-09 — files a statement of change reflecting the new address, and the same agent continues to serve.
What is the agent-initiated address change form and when is it used?
The agent-initiated address change is filed by the registered agent — not by the entity — when the agent changes its own name or address while continuing to serve as agent. A noncommercial registered agent must file a separate statement of change for each represented entity, at a fee of $10 per entity. A commercial registered agent files a single statement under N.D. Cent. Code § 10-01.1-10 that updates the records for all represented entities at once for a single $10 fee. This form cannot appoint a different agent — it only updates the existing agent’s information.
Is there a penalty for not filing a change of registered agent?
North Dakota requires every filing entity to continuously maintain a current registered agent and registered office. Failure to do so can result in involuntary dissolution for domestic entities or revocation of the certificate of authority for foreign entities. For domestic corporations, the involuntary dissolution process is governed by N.D. Cent. Code § 10-19.1-146.1. For domestic LLCs, administrative termination follows N.D. Cent. Code § 10-32.1-90. Practical consequences include the entity being placed in “Not Good Standing” status, loss of standing to maintain lawsuits in state courts, and the risk of default judgment when the Secretary of State becomes the substitute agent for service of process under N.D. Cent. Code § 10-01.1-13.
Can I change my registered agent and the registered office address in the same filing?
Yes. The Commercial or Noncommercial Registered Agent Statement of Change (SFN 13019) permits changing the agent, the registered office address, or both in a single filing. A single $10 filing fee applies regardless of whether the entity is changing only the agent, only the address, or both simultaneously.
What happens if my registered agent resigns?
A registered agent may resign by filing a statement of resignation with the Secretary of State. Under N.D. Cent. Code § 10-01.1-11, the resignation takes effect on the earlier of the thirty-first day after the day on which it is filed, or the date on which the entity appoints a new registered agent. There is no filing fee for the resignation form. The resigning agent must promptly furnish the entity with notice of the date the resignation was filed. Once the resignation takes effect, the agent “ceases to have responsibility for any matter tendered to it as agent for the represented entity.” The entity must promptly appoint a replacement by filing a new statement of change to avoid falling out of compliance.
Does the new registered agent need to sign the change form?
No. The statement of change is signed by the entity’s authorized representative — not by the new agent. By designating a registered agent in the filing, the entity affirms that the named agent has consented to serve. The consent itself is not filed with the Secretary of State but should be retained in the entity’s internal records as proof of the agent’s agreement.
Can I use a P.O. Box for the new registered office address?
No. Under N.D. Cent. Code § 10-01.1-04, the registered office address must be “an actual street address or rural route box number” in North Dakota. A P.O. Box may be listed only as a separate mailing address if the mailing address differs from the physical street address. Virtual offices, mailbox-only services, and telephone answering services do not satisfy the requirement. This rule ensures that service of process can be physically delivered to the agent at a location accessible during normal business hours.
Is the filing fee the same whether I file online or by mail?
Yes. The filing fee for a statement of change is $10 regardless of whether the filing is submitted online through the FirstStop Portal, by mail, or in person. Online payments are made by credit card. Mail and in-person payments are made by check, cashier’s check, or money order payable to “Secretary of State.”