Single-Member LLC in North Dakota (2026)

Fact-checked by the LegalGlass editorial team against primary sources · Published Aug 6, 2026 · Last updated Aug 6, 2026

A North Dakota single-member LLC is formed by filing Articles of Organization with the North Dakota Secretary of State through the FirstStop portal and paying the state filing fee. By default the IRS treats it as a disregarded entity, so its profit is taxed on the owner's Form 1040, and the LLC must keep a North Dakota registered agent and file an annual report.

What a Single-Member LLC Is and How It Is Taxed

A single-member LLC (SMLLC) is a limited liability company with exactly one owner, called a member. It gives that owner the same core benefit as any LLC: the business is a separate legal entity, so business debts and lawsuits generally reach only the company's assets, not the owner's home, car, and personal savings. In North Dakota, an SMLLC is created under the state's limited liability company law and is treated the same as any other LLC for formation and reporting purposes; being single-member changes the tax default, not the liability shield.

For federal tax, the IRS default is that a single-member LLC is a disregarded entity. That means the IRS ignores the LLC as separate from its owner and taxes the business income directly on the owner's return - typically Schedule C of Form 1040 for an operating business. The owner also pays self-employment tax on the net profit. The LLC can instead elect to be taxed as a corporation, or as an S corporation, by filing the right IRS form, but most small SMLLCs keep the disregarded-entity default. North Dakota conforms to the federal classification, so a disregarded SMLLC's income lands on the owner's North Dakota individual income tax return rather than being taxed at the entity level. See single-member LLC for the national overview.

Forming the LLC: Articles of Organization and FirstStop

You create a North Dakota LLC by filing Articles of Organization with the North Dakota Secretary of State. The Secretary of State runs an online portal called FirstStop, where you register the business, submit the articles, and pay the filing fee. The articles ask for the LLC's name, its registered agent and registered office, the management structure, and the organizer. The name must include an LLC designator (such as "LLC" or "Limited Liability Company") and be distinguishable from other names on file. Because filing fees are set by the state and can change, confirm the current amount on the Secretary of State's FirstStop system before you file rather than relying on a third-party figure.

Before you file, it is worth checking that your chosen name is available and does not conflict with an existing federal trademark. After the LLC is approved, keep a copy of the stamped articles - banks generally ask for them along with your EIN when you open a business account. For the specific formation document mechanics, see articles of organization.

North Dakota Registered Agent Requirement

North Dakota law requires every LLC to continuously maintain a registered agent with a physical North Dakota address (a registered office). The agent receives service of process, legal notices, and official state correspondence on the LLC's behalf and forwards them to you. The agent can be an individual North Dakota resident or a business entity authorized to act as a registered agent in the state; a post office box alone does not satisfy the physical address requirement.

For a single-member LLC, you may serve as your own registered agent if you have a North Dakota street address and are reliably available during business hours, name another individual, or hire a commercial registered agent service. Whichever you choose, keep the agent information current through FirstStop; if your agent resigns or moves and you do not update the record, you can miss legal notices and jeopardize the LLC's good standing. See the North Dakota registered agent guide and the national registered agent overview for more.

Getting an EIN for a Single-Member LLC

An Employer Identification Number (EIN) is a federal tax ID issued free by the IRS on Form SS-4. A single-member LLC that is a disregarded entity with no employees and no excise tax obligations can technically use the owner's Social Security number, but there are strong practical reasons to get an EIN anyway. An EIN is required if the LLC hires employees or elects corporate or S-corporation tax treatment, and most banks require one to open a business account. Using an EIN instead of your SSN on vendor and client paperwork also helps keep your personal identity separate from the business.

If the owner is a non-US resident without a Social Security number, the process for obtaining an EIN differs and may involve an ITIN. Apply directly with the IRS; the EIN itself is always free, and you should be wary of any service that charges a fee simply to obtain the number. Read how to get an EIN for the step-by-step federal process.

Operating Agreement for a Single Owner

North Dakota does not require you to file an operating agreement, and one is never submitted to the Secretary of State. Even so, a written operating agreement is strongly recommended for a single-member LLC. It documents that the LLC is a genuine separate entity, sets out how the business is managed, describes how money moves between the owner and the company, and names who takes over if the owner dies or becomes incapacitated.

For an SMLLC, the operating agreement is also a practical tool for maintaining the liability shield. Courts look at whether owners respect the entity's separateness; a signed operating agreement, a dedicated business bank account, and clean records all support the argument that the LLC is not just the owner under another name. In the absence of an operating agreement, North Dakota's default statutory rules govern the LLC, which may not match what the owner actually wants. See North Dakota operating agreement and the general operating agreement guide for what to include.

Annual Report, State Income Tax, and Sales Tax

To stay in good standing, a North Dakota LLC must file an annual report with the Secretary of State and pay the associated fee through FirstStop. The annual report keeps your registered agent and business information current; if you miss it, the LLC can lose good standing and eventually be dissolved by the state, which also weakens the liability protection you formed the LLC to get.

On the tax side, because a disregarded SMLLC's profit flows to the owner, that profit is taxed on the owner's North Dakota individual income tax return, administered by the North Dakota Office of State Tax Commissioner. There is no separate entity-level income tax on a disregarded LLC. If your LLC sells taxable goods or certain services, you must register for and collect North Dakota sales and use tax through the Tax Commissioner. Depending on your industry and city, you may also need local licenses or permits, so confirm requirements for your specific activity through the business license guide.

Planning ahead saves money. Calendar your annual report deadline the moment the LLC is approved, keep the registered agent record current in FirstStop, and set aside a share of each quarter's profit for federal and North Dakota income tax and self-employment tax. Keeping a dedicated business bank account and clean books is what turns the LLC's liability shield from a piece of paper into a defensible legal fact. When it is time to wind down, follow how to dissolve an LLC, and if you are still deciding where to register, compare formation in nearby states such as California or Florida.

Frequently Asked Questions

How is a single-member LLC taxed in North Dakota?

By default the IRS treats it as a disregarded entity, so its income is reported on the owner's Form 1040, usually Schedule C. North Dakota follows the federal treatment, so the profit is taxed on the owner's North Dakota individual income tax return, not at the entity level.

Does a North Dakota single-member LLC need an EIN?

Not always, but it is usually recommended. An SMLLC with no employees can use the owner's SSN, but an EIN is required to hire employees and is needed by most banks to open a business account. The EIN is free from the IRS.

How do I form a single-member LLC in North Dakota?

File Articles of Organization with the North Dakota Secretary of State through the FirstStop portal, pay the state filing fee, and appoint a North Dakota registered agent. Then get an EIN if needed and adopt an operating agreement.

Does a single-member LLC protect my personal assets?

An LLC is a separate legal entity, so properly maintained it generally shields personal assets from business debts and lawsuits. That protection can be lost if you mix personal and business funds, lose good standing, or personally guarantee a debt.

Does North Dakota require an operating agreement?

No. North Dakota does not require you to file an operating agreement, and it is not submitted to the Secretary of State. A written agreement is still strongly recommended because it documents ownership and management and reinforces the LLC's separate status.

Does a North Dakota LLC file an annual report?

Yes. A North Dakota LLC must file an annual report with the Secretary of State and pay the fee to keep its registration active. Missing it can cause the LLC to lose good standing and eventually be dissolved by the state.

Related

• Single-member LLC (cluster hub)
• North Dakota registered agent
• North Dakota operating agreement
• How to get an EIN
• Articles of organization
• S-corp vs LLC
• Self-employment tax
• Single-member LLC in California (sibling)
• Single-member LLC in Florida (sibling)
• How to dissolve an LLC

Sources

1. IRS - Single Member Limited Liability Companies (disregarded entity default).
2. IRS - Limited Liability Company (LLC) (classification overview).
3. IRS - Get an Employer Identification Number (free EIN).
4. IRS - About Form SS-4, Application for Employer Identification Number.
5. IRS - About Form 8832, Entity Classification Election.
6. IRS - Self-Employment Tax (15.3% on net earnings).
7. IRS - About Schedule C (Form 1040) (reporting SMLLC profit).
8. North Dakota Secretary of State - Register a Business (FirstStop portal).
9. North Dakota Secretary of State - Maintain Registration (registered agent, annual report).
10. North Dakota Secretary of State - Business Services.
11. North Dakota Secretary of State - FirstStop Business Forms.
12. North Dakota Office of State Tax Commissioner - Individual Income Tax.
13. North Dakota Office of State Tax Commissioner - Business Taxes (sales and use tax).
14. North Dakota Office of State Tax Commissioner - Income Tax.
15. Cornell Law LII - 26 CFR § 301.7701-3, Classification of certain business entities (check-the-box).
16. Cornell Law LII - Limited Liability Company (LLC) (legal definition).

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. Fees, forms, and filing requirements change; verify current requirements with the North Dakota Secretary of State and the North Dakota Office of State Tax Commissioner before acting.