How to Form an LLC in North Dakota: Steps & Cost (2026)
You form a North Dakota LLC by filing Articles of Organization through the FirstStop online portal with the North Dakota Secretary of State and paying the $135 filing fee. You must appoint a North Dakota registered agent, and each year you file an annual report ($50) by November 15. By default an LLC's profits pass through to the members' returns.
Quick Answer
- Form
- Articles of Organization for a Domestic Limited Liability Company
- Filing fee
- $135 (2026), to the North Dakota Secretary of State
- Agency
- North Dakota Secretary of State - file via FirstStop
- Registered agent
- Required - physical North Dakota address, must consent
- Ongoing
- Annual report ($50) due November 15
- State income tax
- Yes - pass-through to members by default
North Dakota Agency and Form: Secretary of State, Articles of Organization
A North Dakota LLC is created by filing Articles of Organization with the North Dakota Secretary of State. The Articles of Organization are the legal document that brings a domestic limited liability company into existence under the North Dakota Limited Liability Company Act. North Dakota business filings are handled through FirstStop, the Secretary of State's online business portal, where you register an account, complete the Articles, and pay the fee.
The Articles of Organization ask for the LLC's name, its principal executive office, the registered agent and registered office, whether the LLC is member-managed or manager-managed, and the organizer. The name must contain an LLC designator (such as "LLC," "L.L.C.," or "Limited Liability Company") and be distinguishable in the Secretary of State's records from existing entity names. This guide covers the North Dakota process; for the national overview see how to form an LLC and what an LLC is.
How to Form a North Dakota LLC, Step by Step
Forming a North Dakota LLC is a five-step process centered on the Articles of Organization. Each step below corresponds to a requirement of the North Dakota Limited Liability Company Act or a federal tax rule.
- Choose and check your LLC name. Select a name that includes an LLC designator and is distinguishable from names already on file. Verify availability in the FirstStop business search. If you are not ready to file, you may reserve the name for a fee. Confirm the name does not infringe a federal trademark.
- Appoint a North Dakota registered agent. Every North Dakota LLC must designate a registered agent with a physical North Dakota street address (the registered office). The agent must consent to the appointment. See whether you need a registered agent.
- File the Articles of Organization. Submit the Articles through the FirstStop portal and pay the $135 filing fee. Once the Secretary of State accepts the filing, your LLC legally exists. Compare the total in our North Dakota LLC cost breakdown.
- Adopt an operating agreement. North Dakota does not file or require you to submit an operating agreement, but one is strongly recommended to set ownership percentages, management structure, voting, and profit distribution. See operating agreements for what to include, especially for a single-member LLC.
- Get an EIN and register for taxes. Apply for a free federal EIN from the IRS - see how to get an EIN for an LLC - then register with the ND Office of State Tax Commissioner for sales tax and any other applicable taxes.
After these steps, open a business bank account (banks generally ask for the filed Articles of Organization and the EIN) and keep your registered agent and annual report current every year.
North Dakota LLC Filing Fees (2026)
The core cost of a North Dakota LLC is the $135 Articles of Organization fee. The table below lists the state fees most new LLCs encounter, each verified against the North Dakota Secretary of State fee schedule or the Office of State Tax Commissioner. Amounts are effective for 2026 and are set by the state, not by any filing service.
| Item | Filing | Fee (2026) | Agency |
|---|---|---|---|
| Articles of Organization (create the LLC) | FirstStop online filing | $135 | Secretary of State |
| Annual report | FirstStop online filing | $50 | Secretary of State |
| Annual report late penalty (after Nov 15) | Late filing | +$50 | Secretary of State |
| Sales & use tax permit | Business application | $0 (free) | Office of State Tax Commissioner |
| Federal EIN | IRS Form SS-4 | $0 (free) | IRS |
Because name reservation, expedite, and change-of-agent fees change, confirm the current amount on the Secretary of State fee schedule before you file. See our full how much an LLC costs comparison for context.
North Dakota Registered Agent Requirement
A North Dakota registered agent is the person or entity your LLC designates to receive service of process, tax notices, and official state correspondence. The North Dakota Limited Liability Company Act requires every domestic LLC to designate and continuously maintain a registered agent and a registered office in the state. You name the initial agent directly on the Articles of Organization.
The agent must be an individual North Dakota resident or an entity authorized to do business in the state, with a physical North Dakota street address - a post office box alone does not satisfy the registered office requirement - and must consent to serve. You may act as your own registered agent, name a member or manager, or hire a commercial registered agent service. To change agents later, file a change of registered agent through FirstStop; confirm the current fee on the fee schedule. Failing to maintain a registered agent, or missing annual reports, can lead the Secretary of State to administratively dissolve the LLC. See North Dakota registered agent requirements and the national registered agent overview.
North Dakota Annual Report and Ongoing Compliance
North Dakota LLCs file an annual report with the Secretary of State to keep the entity in good standing. The report is due November 15 each year (the year after the year of formation), and it updates the LLC's address, registered agent, and management information. The fee is $50, filed through FirstStop.
If you miss November 15, the Secretary of State adds a $50 late penalty, bringing the total to $100, and an LLC that remains delinquent can be administratively dissolved. Note that farm or ranch LLCs have a different April 15 annual report deadline under a separate provision of the North Dakota Century Code. Track the exact steps and deadline in our North Dakota annual report guide.
EIN, State Income Tax, and Sales Tax
A federal Employer Identification Number (EIN) is issued free by the IRS and is used to open a bank account, hire employees, and file taxes. By default, the IRS treats a single-member LLC as a disregarded entity (taxed on the owner's return) and a multi-member LLC as a partnership; either can elect corporate or S-corporation treatment by filing IRS Form 2553. Most North Dakota LLCs need an EIN, and one is required if the LLC has more than one member or any employees.
North Dakota levies an individual income tax, and by default an LLC's profits pass through to the members' North Dakota returns rather than being taxed at the entity level. If your LLC sells taxable goods or services, you must register for a sales and use tax permit with the Office of State Tax Commissioner and collect the 5% state sales tax plus any local tax. North Dakota has no single general statewide business license, but many cities and regulated professions require their own permits, so check business license requirements for your activity. Learn the basics of how to file business taxes for your LLC.
Penalties for Missing North Dakota Requirements
Missing North Dakota requirements carries real consequences. If an LLC fails to file its annual report by November 15, a $50 penalty is added, and continued failure to file leads the Secretary of State to administratively dissolve the entity. An administratively dissolved LLC loses the right to conduct business in its name and must file for reinstatement - correcting the delinquency and paying the required fees - to restore good standing.
Separately, if an LLC does not maintain a registered agent and registered office, the Secretary of State may begin the dissolution process after notice. Keeping your registered agent current and filing the annual report on time is the simplest way to avoid these outcomes and preserve the liability protection the LLC provides.
Closing a North Dakota LLC
To close a North Dakota LLC properly, you wind up the business, settle debts and taxes, and file Articles of Dissolution (Termination) with the Secretary of State through FirstStop. Simply abandoning the LLC leaves the annual report obligation running and risks administrative dissolution. See how to dissolve an LLC in North Dakota and the national dissolution overview for the full wind-up steps.
Frequently Asked Questions
How much does it cost to start an LLC in North Dakota?
The state filing fee for the Articles of Organization is $135, paid to the North Dakota Secretary of State through FirstStop. The ongoing annual report is $50, and an EIN from the IRS is free. See North Dakota LLC cost.
What form do I file to create a North Dakota LLC?
You file the Articles of Organization for a domestic limited liability company with the North Dakota Secretary of State, submitted through the FirstStop online portal with the $135 fee.
Does a North Dakota LLC need a registered agent?
Yes. Every North Dakota LLC must continuously maintain a registered agent with a physical North Dakota address. The agent must consent and receives service of process and official notices.
When is the North Dakota annual report due?
November 15 each year, filed with the Secretary of State through FirstStop for a $50 fee. Filing late adds a $50 penalty, bringing the total to $100.
Does a North Dakota LLC pay state income tax?
North Dakota has an individual income tax. By default an LLC's profits pass through to the members' returns; the LLC itself does not pay a separate state income tax unless it elects corporate treatment.
Does a North Dakota LLC need a sales tax permit?
If your LLC sells taxable goods or services, you must register for a sales and use tax permit with the Office of State Tax Commissioner and collect the 5% state sales tax plus any local tax.
Related
- How to form an LLC (cluster hub)
- North Dakota registered agent requirements
- How much does a North Dakota LLC cost?
- North Dakota annual report
- How to get an EIN
- How to dissolve an LLC in North Dakota
- How to form an LLC in South Dakota (sibling)
- How to form an LLC in Montana (sibling)
- What are Articles of Organization?
Sources
- North Dakota Secretary of State - Limited Liability Company (LLC) (Articles of Organization; $135 fee).
- North Dakota Secretary of State - Maintain Registration (annual report due November 15; $50 fee; penalty).
- North Dakota Secretary of State - FirstStop online business portal.
- North Dakota Office of State Tax Commissioner - Business Taxes (individual income tax).
- North Dakota Office of State Tax Commissioner - Sales & Use Tax (5% state rate; permit).
- North Dakota Century Code - Title 10, Chapter 10-32.1, North Dakota Limited Liability Company Act.
- North Dakota Legislative Branch - NDCC Chapter 10-32.1 (official).
- IRS - Limited Liability Company (LLC) (federal default classification).
- IRS - Get an Employer Identification Number (free EIN).
- IRS - Single Member Limited Liability Companies (disregarded entity default).
- IRS - About Form 2553, Election by a Small Business Corporation (S-corp election).
- IRS - Partnerships (multi-member LLC default).
LegalGlass provides general information for educational purposes and is not a law firm or a substitute for advice from a licensed attorney or tax professional. Laws, fees, and deadlines change; verify current requirements with the North Dakota Secretary of State and ND Office of State Tax Commissioner before acting.