What Is an LLC in North Dakota?
A limited liability company is a business entity formed under the North Dakota Uniform Limited Liability Company Act (N.D.C.C. ch. 10-32.1) that provides its owners — called members — with limited liability protection while offering flexible management and pass-through federal tax treatment.
Members are generally not personally liable for the LLC’s debts and obligations; their risk is limited to their investment in the company. An LLC may be managed by its members directly (member-managed), by one or more designated managers (manager-managed), or by a board of governors (board-managed), a distinctive third option North Dakota recognizes under N.D.C.C. § 10-32.1-39. By default, a single-member LLC is taxed as a disregarded entity, and a multi-member LLC is taxed as a partnership for federal income tax purposes; an LLC may elect corporate taxation by filing IRS Form 8832. The members may govern the LLC’s internal affairs through an operating agreement, which may modify many of the default statutory rules.
North Dakota imposes an individual income tax with rates ranging from 0% to 2.50%, and LLC members who receive pass-through income may owe state income tax on their distributive shares. The state does not impose a separate franchise tax or gross receipts tax on LLCs, though every LLC must file an annual report with the Secretary of State to remain in good standing.
North Dakota LLC Name Search
The LLC’s name must be distinguishable on the records of the Secretary of State from the name of every other entity on file, including corporations, limited partnerships, limited liability partnerships, reserved names, registered trade names, and registered trademarks, as required by N.D.C.C. § 10-32.1-11. The name must include one of the following designators: “Limited Liability Company,” “LLC,” or “L.L.C.” The name may not contain the words “corporation,” “incorporated,” “limited partnership,” “limited liability partnership,” or abbreviations of those words. Words implying the LLC is organized for an unlawful purpose or a purpose outside the scope of its articles of organization are also prohibited. Certain words, such as “bank,” “insurance,” or “university,” may require additional licensing or regulatory approval before they can appear in the LLC’s name.
The Secretary of State’s FirstStop Business Search tool allows organizers to check whether a proposed name is available before filing. Passing the online search does not guarantee the filing authority will accept the name; the final determination occurs when the articles of organization are reviewed.
Name Reservation: An organizer may reserve a name for twelve months by filing a reservation request with the Secretary of State and paying the $10 reservation fee, as set by N.D.C.C. § 10-32.1-92. The reservation may be renewed for successive twelve-month periods. The right to a reserved name may also be transferred to another person by filing a notice of transfer with the Secretary of State and paying the applicable fee.
Choosing an LLC Registered Agent in North Dakota
Every LLC formed in North Dakota must designate a registered agent and maintain a registered office in the state, as prescribed by the North Dakota Registered Agents Act (N.D.C.C. ch. 10-01.1) and referenced in N.D.C.C. § 10-32.1-16. The registered agent receives service of process, legal notices, and official government correspondence on behalf of the LLC. The registered office is the physical address in North Dakota where the agent is available during normal business hours.
North Dakota recognizes two types of registered agents. A commercial registered agent is an individual or entity that has filed a Commercial Registered Agent listing with the Secretary of State; the list of commercial registered agents is available through the FirstStop Portal.
A noncommercial registered agent may be an individual residing in North Dakota or a domestic or foreign corporation or LLC registered with the Secretary of State and maintaining a physical business office in the state. A business may not serve as its own registered agent, though an individual from the business who resides in North Dakota may serve as the noncommercial registered agent.
The registered office address must be a physical street address in North Dakota, not a P.O. Box alone. The appointment of a registered agent in the articles of organization is “an affirmation by the represented entity that the agent has consented to serve as such,” as stated in N.D.C.C. § 10-01.1-05. Proof of consent need not be filed with the Secretary of State, but the organizer must obtain the agent’s approval before naming them. Failure to obtain the agent’s approval before designation may result in the involuntary dissolution of the LLC.
Note: If the Secretary of State is notified that a registered agent was named without consent, the agent will be removed from the public record and the LLC will be flagged as failing to maintain a registered agent, which can trigger administrative proceedings.
LLC Filing Requirements in North Dakota
An LLC is formed in North Dakota by filing articles of organization with the Secretary of State, as authorized by N.D.C.C. § 10-32.1-20. The formation document is filed through the FirstStop Portal using the online Business Limited Liability Company Articles of Organization form. The articles of organization must be signed by at least one person acting as an organizer.
The articles must state:
- The name of the LLC, including a required designator
- The name and address of the LLC’s registered agent (commercial or noncommercial) and registered office in North Dakota
- The mailing address of the LLC’s principal executive office
- Whether the LLC is member-managed, manager-managed, or board-managed
- The name and address of each organizer
- Whether the LLC’s duration is perpetual or for a specified term
- The effective date of formation, if the organizer requests a delayed effective date (which may not be later than ninety days after the filing date)
The filing fee for the articles of organization is $135, as published on the North Dakota Secretary of State LLC page. The LLC’s existence begins upon filing and acceptance by the Secretary of State, unless the organizer specifies a delayed effective date.
- Online: File through the FirstStop Portal at firststop.sos.nd.gov. The portal requires a North Dakota Login account. Filing is completed entirely online.
- By Mail: Send the completed articles of organization and filing fee to the Office of the Secretary of State, 600 E. Boulevard Ave., Dept. 108, Bismarck, ND 58505. Checks should be made payable to the Secretary of State.
- In Person: Deliver the documents to the same address during regular business hours. The office phone number is 701-328-2900 (toll-free 800-352-0867).
The LLC is a separate legal entity upon acceptance. The Secretary of State issues a confirmation of filing, which serves as proof that the LLC has been legally formed.
Annual Report: Every domestic LLC must file an annual report with the Secretary of State by November 15 of each year, with a filing fee of $50, as required by N.D.C.C. § 10-32.1-89. An LLC that fails to file the annual report may be involuntarily terminated by the Secretary of State.
How Much Does it Cost to Create an LLC in North Dakota?
| Cost | Mandatory or Optional | Amount | When It Applies | Official Source |
| Articles of Organization filing fee | Mandatory | $135 | At formation | North Dakota Secretary of State — LLC |
| Name reservation | Optional | $10 | Before filing, to reserve a name for 12 months | N.D.C.C. § 10-32.1-92 |
| Annual report fee | Mandatory | $50 | Annually by November 15 | North Dakota Secretary of State — LLC |
| Certificate of existence | Optional | $15 | When a certified status certificate is requested | N.D.C.C. § 10-01.1-03 |
| Registered agent (commercial service) | Optional | Varies | Ongoing, if using a third-party commercial agent | — |
| Statement of change (registered agent or office) | Optional | $10 | When changing the registered agent or office address | North Dakota Secretary of State — Registered Agents |
| Amendment to articles of organization | Optional | $50 | When amending the articles after formation | North Dakota Secretary of State — LLC |
LLC Operating Agreement in North Dakota
North Dakota law does not expressly require an LLC to adopt a written operating agreement, but the statute grants the operating agreement broad authority to govern the LLC’s internal affairs. Under N.D.C.C. § 10-32.1-13, the operating agreement governs “relations among the members as members and between the members and the limited liability company,” as well as the rights and duties of managers and governors, the company’s activities, and the means for amending the agreement itself. The statute defines the operating agreement broadly as “the agreement, whether or not referred to as an operating agreement and whether oral, in a record, implied, or in any combination thereof, of all the members of a limited liability company, including a sole member.” The operating agreement is not filed with the Secretary of State — it is an internal governance document retained by the LLC and its members.
An operating agreement is strongly recommended even when not strictly mandated. It establishes the management structure and decision-making authority, governs the allocation of profits and losses among members, sets the terms for admitting new members and transferring membership interests, defines procedures for member withdrawal and dissolution, and overrides the state’s statutory default rules, which may not align with the members’ actual intentions.
In the absence of an operating agreement, the default rules under chapter 10-32.1 control. The LLC is member-managed by default unless the operating agreement expressly provides for manager management or board management under N.D.C.C. § 10-32.1-39. Distributions before dissolution are shared equally among members under N.D.C.C. § 10-32.1-30, and transferable interests may be transferred but do not automatically confer membership rights on the transferee under N.D.C.C. § 10-32.1-44. A single-member LLC should also maintain an operating agreement to reinforce the separation between the member’s personal assets and the LLC’s assets, which can be critical to preserving limited liability protection.
How to Get an EIN for an LLC in North Dakota
A federal Employer Identification Number (EIN) is a nine-digit number issued by the Internal Revenue Service that identifies the LLC for federal tax purposes. Any LLC that has employees, files certain federal tax returns, or withholds taxes on income paid to a nonresident alien must have an EIN. A single-member LLC with no employees is not strictly required to obtain an EIN but will need one to open a business bank account in most cases, and obtaining one is generally recommended.
The fastest method is the IRS EIN Online Application, which issues the EIN immediately upon completion. The applicant must have a valid Taxpayer Identification Number (SSN or ITIN), and the LLC must be located in the United States or U.S. territories. The online application is available Monday through Friday, 6:00 a.m. to 1:00 a.m. (next day), Saturday 6:00 a.m. to 9:00 p.m., and Sunday 6:00 p.m. to 12:00 a.m., all Eastern Time.
Alternatively, the applicant may complete IRS Form SS-4 and submit it by fax (processing takes approximately four business days) or by mail (approximately four to five weeks). The EIN application requires the name and Taxpayer Identification Number of the LLC’s responsible party, the individual who controls, manages, or directs the LLC, and the disposition of its funds and assets. For a single-member LLC, this is typically the sole member.
Note: There is no fee to apply for an EIN. The IRS recommends forming the LLC with the Secretary of State before applying, so the entity is already on record.
Registering for State Taxes in North Dakota
North Dakota imposes a state individual income tax that applies to the distributive share of income passed through to LLC members who are North Dakota residents or who earn income sourced to the state. For the 2025 tax year, individual income tax rates range from 0% on taxable income up to $48,475 (single filers) to 2.50% on taxable income above $244,825 (single filers), as published by the North Dakota Office of State Tax Commissioner. North Dakota does not impose a separate franchise tax, gross receipts tax, or entity-level tax on LLCs that are taxed as pass-through entities. An LLC that elects to be taxed as a C corporation is subject to the North Dakota corporate income tax, with rates published by the Office of State Tax Commissioner — Corporate Income Tax.
Sales and Use Tax: An LLC that sells taxable tangible personal property, admissions, or lodging accommodations in North Dakota must obtain a Sales and Use Tax Permit. The state sales tax rate is 5%, and cities and counties may impose additional local sales and use taxes. The permit application is completed online through the North Dakota Taxpayer Access Point (ND TAP). There is no fee to apply for the permit.
Income Tax Withholding: An LLC that pays wages to employees performing services in North Dakota must register for an income tax withholding account through ND TAP and remit withheld taxes to the Office of State Tax Commissioner.
| Tax Type | Agency | Registration Method | Fee |
| Individual income tax (pass-through) | Office of State Tax Commissioner | Filed with the member’s individual return via ND TAP | — |
| Sales and use tax | Office of State Tax Commissioner | ND TAP — Sales Tax Permit Application | No fee |
| Income tax withholding (employers) | Office of State Tax Commissioner | ND TAP | No fee |
Registering as an Employer in North Dakota
An LLC that hires employees in North Dakota must register with the appropriate state agencies for unemployment insurance, income tax withholding, workers’ compensation coverage, and new hire reporting. These obligations arise when the LLC has or plans to have its first employee.
- Unemployment Insurance: North Dakota’s unemployment insurance program is administered by Job Service North Dakota. Employers must register for an unemployment insurance tax account through the UI EASY system, which is accessed online. Covered employers pay quarterly contributions based on their taxable payroll.
- State Income Tax Withholding: Because North Dakota imposes an individual income tax, employers must register for an income tax withholding account through the North Dakota Taxpayer Access Point (ND TAP) and withhold state income tax from wages paid to employees who perform services in the state.
- Workers’ Compensation Insurance: North Dakota law requires virtually all employers to have workers’ compensation insurance before hiring their first employee, as established by N.D.C.C. Title 65. North Dakota operates an exclusive state fund, Workforce Safety & Insurance (WSI), meaning private insurers may not underwrite workers’ compensation in the state. Employers apply for coverage through the WSI online application.
- New Hire Reporting: All employers must report newly hired employees to the State Directory of New Hires within 20 days of the employee’s first day of work. Reporting is managed by the North Dakota Department of Health and Human Services — Child Support Division, and employers may report online, by fax to 701-328-5497, or by mail to Child Support, PO Box 7190, Bismarck, ND 58507-7190.
| Obligation | Agency | Registration Method |
| Unemployment insurance | Job Service North Dakota | UI EASY — online registration |
| State income tax withholding | Office of State Tax Commissioner | ND TAP |
| Workers’ compensation insurance | Workforce Safety & Insurance (WSI) | WSI online application |
| New hire reporting | Department of Health and Human Services — Child Support Division | Online reporting portal |
The LLC must also comply with federal employer obligations, including filing IRS Form 941 (quarterly payroll tax return), paying FUTA (Federal Unemployment Tax Act) taxes, and completing Form I-9 (Employment Eligibility Verification) for each new hire.