Limited Liability Company (LLC)
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Statutory authority: NDCC, Section 10-32
A limited liability company is a legal entity that may be established by one or more individuals. Limited liability company existence begins:
- When articles of organization are filed with the Secretary of State, or
- Within ninety days after filing articles of organization as designated in the articles.
The Secretary of State grants a charter upon filing of articles of organization legally recognizing the limited liability company as a separate legal entity having its own rights, privileges, and liabilities distinct from those of its members.
A limited liability company combines the characteristics of a partnership and a corporation. Like a corporation, a limited liability company provides its members with limited liability regardless of the members’ participation in management. Like a partnership, a limited liability company may be taxed under the flexible partnership rules, rather than the inflexible S corporation rules.
A limited liability company may be organized to transact any business except farming, banking, and insurance (insurer backing claims). An insurance agency selling insurance products may be formed as a limited liability company. Farming is permitted if the limited liability company is created under North Dakota’s Corporate and Limited Liability Company Farming Act, NDCC, Chapter 10-06.1.
A limited liability company using a trade name in the transaction of business must file a Trade Name Registration with the Secretary of State. A trade name is a name other than the limited liability company name.
The Trade Name Registration:
- Affords exclusive right to that name in the State of North Dakota. No other business may file a name with the Secretary of State that is the same as, or deceptively similar, to any registered name.
- Establishes a public record from which the name of the limited liability company using the name can be identified.
Foreign Limited Liability Company
A foreign limited liability company is one that has filed articles of organization under laws other than the laws of North Dakota. "Foreign" refers to limited liability companies organized in jurisdictions out-of-state as well as out-of-country.
A foreign limited liability company must obtain a certificate of authority from the Secretary of State:
- To transact business in North Dakota, or
- To obtain any license or permit issued according to North Dakota laws.
A foreign limited liability company may obtain a certificate of authority to transact any business purpose except banking, farming, and insurance (insurer backing claims). Insurance agencies selling insurance products may obtain a certificate of authority to transact business.
A foreign limited liability company using a name other than its limited liability company name must comply with the Trade Name Registration requirement as described above.