Limited Liability Company FAQs
See: Business Services, Business Registrations, FAQs (generally applicable to all business entities)
Does the limited liability company name have to be reserved prior to filing the articles of organization if
a domestic limited liability company, or the foreign limited liability company certificate of authority application if
a foreign limited liability company?
No, however, if the name was not reserved prior to submission of the articles of organization of a domestic limited
liability company, or the foreign limited liability company certificate of authority application of a foreign limited
liability company, the availability of the name will be determined at the time the articles or application is reviewed
by the Secretary of State. If the name is not available, the filing date must be delayed until the name issue is
resolved.
A limited liability company name may be reserved for a period of twelve months prior to the actual submission of the articles or application. After the twelve-month period has expired, the reservation can be renewed if the articles or application is not ready for submission.
How do I obtain a certificate of good standing or a certificate of fact?
The Secretary of State provides certificates of good standing on corporations and limited liability companies.
Certificates of fact are issued for verifications of filings of limited partnerships, limited liability partnerships,
limited liability limited partnerships, and any other facts of record. A certificate is not yet available from the
Secretary of State's website but can be obtained upon request with payment by check, money order, credit card
(VISA, MasterCard, or Discover), or pre-authorized credit. The request can be made by:
- Calling 701-328-4284 or 800-352-0867 (Ext. 8-4284)
- Fax at 701-328-2992 addressed to the Business Division
- Email to sosbir@nd.gov
- Mail addressed to: Business Division
Secretary of State
600 E Boulevard Ave Dept 108
Bismarck ND 58505-0500
How can I obtain the names and addresses of governors or managers of a limited liability
company?
Since the governors and managers of a limited liability company are not contained in the Secretary of State's
database, this information requires a fee of $5. A check payable to the Secretary of State, cash, money order, or
credit card (VISA, MasterCard, or Discover) payment is acceptable. You can obtain the information by:
- Calling 701-328-4284 or 800-352-0867 (Ext. 8-4284)
- Faxing a request to 701-328-2992 addressed to the Business Division
- Email to sosbir@nd.gov
- Mailing a request addressed to: Business Division
Secretary of State
600 E Boulevard Ave Dept 108
Bismarck ND 58505-0500
Are the members or owners of a limited liability company recorded with the Secretary of
State?
No, unless the limited liability company is member-managed, then the annual report will reflect the names and addresses
of the managing member(s).
Should I organize my business as a limited liability company?
Individuals must research this question on their own and should consult an attorney and/or tax professional in making
the decision. There are many factors to consider including but not limited to:
- Tax issues
- Liability issues
- Capital needs; and
- Type of business.
If a decision is made to organize a limited liability company, contact the Secretary of State for forms and procedural information.
When I file articles of organization or amendment, how many copies do I need to send?
Only one. Send two copies if the filer wants a copy bearing the filing stamp.
Are a limited liability company's bylaws or operating agreement filed with the Secretary of
State?
No. A limited liability company maintains its bylaws or operating agreement.
What is a registered agent, resident agent, or statutory agent?
The terms registered agent, resident agent, and statutory agent all have the same meaning. North Dakota statutes refer
to it as registered agent.
A limited liability company cannot serve itself as its registered agent. A limited liability company must continuously maintain a registered agent to receive all legal documents for the limited liability company, including service of process if a lawsuit is filed against a limited liability company. The registered agent is expected to forward these documents to the limited liability company. A registered agent may be:
- An individual resident residing in North Dakota
- A domestic or foreign corporation that is registered with the Secretary of State and has a business office in North Dakota; or
- Another domestic or foreign limited liability company that is registered with the Secretary of State and has a business office in North Dakota.
Who can be retained as registered agent when the limited liability company does not have a business office
in North Dakota or any personal or business connections in North Dakota?
Agent service companies exist that specialize in registered agent services. For a list of the individuals or companies
that specialize in this service in North Dakota, see Registered Agent List.
What is the registered office?
The registered office is the physical address (not just a post office box number) where the registered agent is
available to receive service during regular business hours. Since the address of the registered office is often used
for mail delivery, a post office box number must be included in the address if mail is not delivered to the physical
address.
How can I get my business name added to the Registered Agent List?
Contact the Secretary of State if your business meets the following criteria:
- Is an individual resident residing in North Dakota
- Is a domestic or foreign corporation that is registered with the Secretary of State and has a business office in North Dakota; or
- Is a domestic or foreign limited liability company that is registered with the Secretary of State and has a business office in North Dakota.
Do we need to file a dissolution or withdrawal of authority if our limited liability company charter or
authority has been revoked?
The Secretary of State cannot accept documents for filing when the limited liability company's charter or
authority is in a revoked status. You must file the necessary documents with the required fees to reinstate the charter
or authority, and then file the dissolution or withdrawal.
What's the difference between a domestic limited liability company and a foreign limited liability
company?
A domestic limited liability company is organized according to North Dakota's laws while a foreign limited
liability company is organized according to the laws of another jurisdiction that may be another state, or a country
outside the United States.
What happens if I drop an annual report form in a mail drop on or before the required date and the envelope
containing the annual report ends up postmarked after the required date?
The late filing fee is required. North Dakota's annual report statutes specifically state that a report received
after the required date must bear a postmark date on or before the required date to be acceptable without the late
filing fee.
When a foreign limited liability company operates a business in North Dakota, what constitutes transacting
business?
NDCC, Section 10-32-137 states in part:
"A foreign limited liability company may not:
- Transact business in this state or obtain any license or permit required by this state until it has procured a certificate of authority from the Secretary of State.
- Transact in this state any business prohibited to a domestic limited liability company organized under this chapter.
- Be denied a certificate of authority because the laws of the state or country where the limited liability company is organized differ from the laws of this state."
NDCC, Chapter 54-44.4 requires most foreign corporations to obtain a certificate of authority from the Secretary of State if the corporation desires to bid to provide goods or services to North Dakota agencies.
NDCC, Section 10-32-146 defines activities that do not constitute transacting business. These exempted activities only apply:
- If a foreign limited liability company is not applying for a license or permit; and
- Is not bidding to provide goods or services to North Dakota agencies.
Is my foreign limited liability company required to obtain a certificate of authority from the Secretary of
State?
The Secretary of State's staff cannot indicate whether or not a particular foreign limited liability company must
obtain a certificate of authority. A limited liability company that is uncertain about this question should consult
legal counsel familiar with North Dakota laws. A limited liability company that decides that a certificate of authority
is required must obtain it before transacting business in North Dakota.
While the Secretary of State cannot determine whether a certificate of authority is required, most state agencies will not issue a license or permit until the certificate of authority is obtained as required by NDCC, Section 10-32-137.
What happens if a foreign limited liability company should obtain a certificate of authority, but does
not?
NDCC, Section 10-32-145 lists the consequences of transacting
business without a certificate of authority.
