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Secretary of State, Business Services North Dakota Secretary of State
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Business Services
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Professional Limited Liability Company Annual Report

Statutory authority: NDCC, Section 10-31-13

A professional limited liability company must file an annual report with the Secretary of State:

  • On or before November 15th of each year. The first annual report is due in the year following that in which the professional limited liability company was initially chartered or registered with the Secretary of State.
  • On the form prescribed by the Secretary of State. If the professional limited liability company did not receive an annual report form, contact the Secretary of State’s office for another form since the annual report form has not yet been published to this website.
  • A copy of the report filed with the Secretary of State must also be supplied to the regulatory board that issued the professional licenses to the governors and members holding membership interests and who practice in North Dakota

An annual report may be filed with the Secretary of State:

  • By mailing a signed report to:
    Annual Report Processing Center
    Secretary of State
    State of North Dakota
    PO Box 5513
    Bismarck ND 58506-5513
  • By faxing the report with credit card payment authorization to 701-328-2992. When faxing the report, print and maintain the fax log for proof of time and date of transmission. A report received in the Secretary of State’s office after the required date will be subject to the late filing penalty unless a fax log can be produced showing transmission prior to the required date.

If a professional limited liability company chooses not to file an annual report by the required date, or file a voluntary termination of their charter or registration, state law requires the Secretary of State to revoke the professional limited liability company charter or registration six months after the report is due.

The annual report must disclose the following:

  • Professional limited liability company name,
  • Name and address of the registered agent in North Dakota,
  • State of origin,
  • Federal ID number to help maintain accurate professional limited liability company records,
  • Telephone number of the principal place of business,
  • Address of the principal place of business,
  • Description of the professional activities,
  • Names and addresses of all members, managers or governors, or the names and addresses of the managing member or members,
  • Statement certifying professional licensure of all governors and members holding membership interests and who practice in North Dakota,
  • Name, e-mail address and day-time telephone number of a contact person, and
  • Signature of president or vice president of the professional limited liability company.

Annual report fees:

  • $50 if the annual report mailer is postmarked on or before November 15th
  • $100 if postmarked after November 15th
  • Checks for payment must be made payable to the Secretary of State and must be negotiable United States funds.
  • Credit card payment is acceptable via VISA, MasterCard, or Discover.
  • Late filing penalty fees will apply if an annual report is initially received in the office of the Secretary of State after the required date and the envelope or mailer does not bear a legible postmark date prior to November 16th. Late filing penalty fees will also apply if the Secretary of State returns an annual report to the filer for corrections, additional information, or payment and the filer fails to correctly respond within 30 days after the initial correction notice.

Reinstatement after involuntary revocation:

  • May occur within one year after the revocation date.
  • Achievable by filing the past-due annual report with $100 and paying a reinstatement fee of $135
  • After the one-year reinstatement period following the revocation, reinstatement can only occur by a court order obtained from North Dakota's Burleigh County Court filed with the Secretary of State. The court order must be accompanied by the most recent past-due annual report, filing and penalty fees for all past-due annual reports, and the reinstatement fee.

Confidential information

The Secretary of State shall delete or obscure any of the following before releasing a copy of an annual report to the public:

  • Any social security number,
  • Email address, and
  • Federal tax identification number.
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