North Dakota Certificate of Formation (Articles of Organization)

Fact-checked by the LegalGlass editorial team against primary sources · Published Aug 20, 2026 · Last updated Aug 20, 2026

North Dakota does not use a document called a Certificate of Formation. A North Dakota LLC is created by filing Articles of Organization with the North Dakota Secretary of State through the FirstStop portal. The Secretary of State lists LLC registration, domestic and foreign, at $135.

North Dakota Uses Articles of Organization

"Certificate of Formation" is the name Delaware, Texas, Washington, and a handful of other states give to the document that creates an LLC. North Dakota is not among them. The North Dakota Secretary of State creates a limited liability company on the filing of Articles of Organization, under North Dakota Century Code Chapter 10-32.1, the North Dakota Limited Liability Company Act.

The practical effect is only naming. The Articles of Organization do exactly what a Certificate of Formation does elsewhere: they bring the entity into legal existence, fix its name, and put its registered agent on the public record. If a lender, bank, or out-of-state lawyer asks a North Dakota LLC for its "Certificate of Formation," the correct response is the filed Articles of Organization, or a certificate of good standing issued by the Secretary of State. Compare state-by-state naming on the articles of organization hub and see North Dakota registered agent requirements.

The $135 Registration Fee

The North Dakota Secretary of State's LLC page lists registration (domestic and foreign) at $135. That single amount covers both a North Dakota-formed LLC filing Articles of Organization and an out-of-state LLC registering to transact business in North Dakota - unusual, since most states charge foreign entities substantially more than domestic ones.

North Dakota also charges for related filings. Articles of Amendment for business, farm, and professional LLCs cost $50, and an additional $10 applies to each Consent to Use Business Name filed with a document. Verify any other fee against the Secretary of State's current schedule before you submit; the office publishes fees alongside each filing type in FirstStop.

Filing Through FirstStop

FirstStop is the North Dakota Secretary of State's online business services system. It is where Articles of Organization are submitted, where the entity record lives, and where annual reports are filed each year. Creating a FirstStop account before you file is worth the two minutes: the account is what later lets you find your renewal deadline, download filed documents, and update the registered agent without paper.

Filing online also removes the mail lag. Because the LLC does not legally exist until the Articles are filed, contracts signed in the LLC's name before that date are not the LLC's contracts. If you have a lease or a client agreement waiting, file first, then sign. Confirm the filed record afterward through North Dakota business entity search.

What the Articles of Organization Contain

North Dakota's Articles of Organization collect the information the state needs to maintain a public record of the entity:

• The LLC's name, which must be distinguishable from other names on the Secretary of State's records and must include a permitted LLC designator.
• The registered agent's name and North Dakota address. The Secretary of State requires the name and address of the registered agent in North Dakota at registration.
• The principal executive office address.
• Organizer information and signature.
• Any delayed effective date, if the LLC should come into existence later.

North Dakota does not require the operating agreement to be filed. Ownership percentages, voting, distributions, and management are governed privately by that agreement - see North Dakota LLC operating agreement. A related filing worth knowing about is the Consent to Use Business Name, used when a proposed name is close enough to an existing one that the existing entity's consent resolves the conflict; the Secretary of State charges $10 for each consent filed.

The Annual Report: $50, Due November 15

North Dakota requires an annual report to keep the LLC registered. The Secretary of State lists the annual report fee at $50, with the deadline depending on the type of LLC:

North Dakota's split deadline is worth flagging: most LLCs report by November 15, but farming and ranching LLCs and authorized livestock farm LLCs report by April 15. The Secretary of State has also noted that professional entities must submit a Certificate of Professional License (SFN 13610) with the annual report beginning January 1, 2027. See North Dakota LLC cost and how much an LLC costs for context.

Registered Agent Requirement

A North Dakota LLC must have a registered agent with a North Dakota address on its registration. The agent is the point of contact for service of process and for official notices from the Secretary of State - including the annual report reminder, which is the practical reason a stale agent address turns into an administratively dissolved entity. You may serve as your own agent if you have a North Dakota street address, or engage a commercial agent, whose fee the state does not set. See North Dakota registered agent requirements and the national registered agent guide.

Steps After the Articles Are Filed

Filing creates the entity. Making it operational takes several more steps, none of which the Secretary of State handles:

1. Adopt an operating agreement covering ownership, management, distributions, and member exits.
2. Get an EIN free from the IRS - how to get an EIN. Owners without a Social Security number should read what an ITIN is.
3. Register with the Office of State Tax Commissioner for sales and use tax, withholding, or other accounts. See business tax.
4. Check licensing at the state, city, and county level - business licenses.
5. Register a trade name if you will operate under something other than the registered LLC name - North Dakota DBA filing and what a DBA is.
6. Calendar the annual report for November 15, or April 15 for farming and ranching LLCs.

How a North Dakota LLC Is Taxed

North Dakota follows the federal classification. Under IRS rules, a multi-member LLC defaults to partnership treatment and a single-member LLC is disregarded, unless the LLC elects corporate or S corporation treatment. North Dakota's Office of State Tax Commissioner administers the state's income tax, sales and use tax, and withholding; a pass-through LLC's North Dakota income is generally reported through the members' returns and any required pass-through filings. Structure and election trade-offs are covered in S-corp vs LLC and what an LLC is; federal self-employment tax on pass-through income can be estimated with the self-employment tax calculator.

Foreign Registration and Closing

An LLC formed in another state does not file North Dakota Articles of Organization. It registers as a foreign LLC - at the same $135 registration fee the Secretary of State lists for domestic and foreign registration - and then files the same annual report on the same schedule. Forming a second North Dakota LLC when you should have registered the existing one creates two entities and two sets of obligations. The general path is described in how to form an LLC.

To end the entity, wind up its affairs, settle liabilities, file final federal and North Dakota returns, and file the dissolution documents with the Secretary of State so the annual report obligation stops. Confirm the current dissolution filing and fee in FirstStop before you begin. The full sequence, including the federal side, is in how to dissolve an LLC. Terms used here are defined in the glossary.

Frequently Asked Questions

Does North Dakota use a Certificate of Formation?

No. North Dakota uses Articles of Organization under N.D.C.C. Chapter 10-32.1.

How much does it cost to register an LLC in North Dakota?

The Secretary of State lists registration, domestic and foreign, at $135. A federal EIN is free.

When is the North Dakota LLC annual report due?

November 15 for business LLCs and PLLCs; April 15 for farming and ranching LLCs. The fee is $50.

What is FirstStop?

The Secretary of State's online business services portal, used for Articles of Organization, entity records, and annual reports.

Does a North Dakota LLC need a registered agent?

Yes - a registered agent with a North Dakota address must be named at registration.

Is the North Dakota operating agreement filed with the state?

No. It is a private document that governs ownership, management, and distributions.

Related

• Articles of organization (cluster hub)
• North Dakota LLC cost
• North Dakota registered agent requirements
• North Dakota LLC operating agreement
• North Dakota business entity search
• North Dakota DBA filing
• How to form an LLC
• How much does an LLC cost?
• How to dissolve an LLC

Sources

1. North Dakota Secretary of State - Limited Liability Company (LLC) ($135 registration; $50 annual report; Nov 15 and Apr 15 deadlines; registered agent).
2. North Dakota Secretary of State - Maintain Registration (annual report requirements).
3. North Dakota Secretary of State - FirstStop online business services.
4. North Dakota Secretary of State - SFN 58703, LLC Articles of Amendment ($50 amendment; $10 Consent to Use Business Name).
5. North Dakota Legislative Branch - N.D.C.C. Chapter 10-32.1, North Dakota Limited Liability Company Act.
6. North Dakota Office of State Tax Commissioner - Business Taxes.
7. North Dakota Office of State Tax Commissioner - Sales and Use Tax.
8. IRS - Limited Liability Company (LLC) (default federal classification).
9. IRS - Get an Employer Identification Number (free EIN).
10. IRS - About Form 1065 (partnership return).
11. Legal Information Institute (Cornell) - 26 CFR 301.7701-3 (entity classification election).

LegalGlass provides general information for educational purposes and is not legal advice, is not a law firm, and is not a substitute for advice from a licensed attorney or tax professional. Laws, fees, and thresholds change; verify current amounts with the North Dakota Secretary of State and the North Dakota Office of State Tax Commissioner before acting.