General Business Corporation FAQs
See: Business Services, Business Registrations, FAQs (generally applicable to all business entities)
How can I find information about an old stock certificate?
The Secretary of State cannot determine the value of a stock certificate. However,
if the corporation is active, the Secretary of State can provide the information
to contact the corporation.
To verify whether a corporation exists and to obtain information to contact the corporation:
- Check Business Search at www.nd.gov/sos/businessserv/registrations/business-search.html If the corporation is active, contact
- Call 701-328-4284 or 800-352-0867 (Ext. 8-4284)
- Fax a request to 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
If the corporation is no longer active, the Secretary of State can do a search of archived records to see if the corporation was dissolved, or whether it merged into another organization. If the corporation was retired by merger, you can contact the surviving organization of the merger. It’s possible that the stock certificate may have been converted to holdings of the merger survivor. To verify archived records, send a copy of the stock certificate with $5 fee to the Secretary of State.
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 officers of a corporation?
Since the officers of a corporation 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 shareholders or owners of a corporation recorded with the Secretary
of State?
No. The annual reports of a corporation will disclose the names of the officers
and directors.
Should I incorporate my business?
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 incorporate, contact the Secretary of State for forms and procedural information.
When I file articles of incorporation 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 corporation’s bylaws filed with the Secretary of State?
No. A corporation maintains its bylaws.
Does the corporate name have to be reserved prior to filing articles of incorporation
if a domestic corporation, or the foreign corporation certificate of authority
application if a foreign corporation?
No, however, if the name was not reserved prior to submission of the articles
of incorporation or the foreign corporation certificate of authority application,
the availability of the name will be determined at the time the articles of
incorporation or application are reviewed by the Secretary of State. If the
name is not available, the corporate charter or authorization date must be
delayed until the name issue is resolved.
A corporate name may be reserved for a period of twelve months prior to the actual submission of the articles of incorporation or foreign corporation certificate of authority application. After the twelve-month period has expired, the reservation can be renewed if the articles of incorporation or foreign corporation certificate of authority application are not ready for submission.
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 corporation cannot serve itself as its registered agent. A corporation must continuously maintain a registered agent to receive all legal documents for the corporation, including service of process if a lawsuit is filed against a corporation. The registered agent is expected to forward these documents to the corporation. A registered agent may be:
- An individual resident residing in North Dakota,
- Another domestic or foreign corporation that is registered with the Secretary of State and has a business office in North Dakota, or
- A domestic or foreign limited liability company that is registered with the Secretary of State and has a business office in North Dakota.
Where can I get certificate forms to issue the stock for my corporation?
The Secretary of State does not supply stock certificate forms. Consult a printer.
Does the corporation need a corporate seal?
A corporate seal is not required under North Dakota laws.
Who can be retained as registered agent when the corporation 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 corporate
charter or authority has been revoked?
The Secretary of State cannot accept documents for filing when the corporation’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 business corporation
and a foreign business corporation?
A domestic corporation is incorporated according to North Dakota’s laws
while a foreign corporation is incorporated according to the laws of another
jurisdiction that may be another state, or a country outside the United States.
What is an “S” or a “C” corporation?
When a corporation meets specific criteria, federal tax laws refer to it as
an “S” and “C” corporation. The Secretary of State’s
records do not reflect this status. Questions about the meaning of these
designations and the differences in the two types of corporations should
be addressed to legal or accounting professionals, or to the Internal Revenue
Service, www.irs.ustreas.gov.
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 corporation operates a business in North Dakota, what constitutes
transacting business?
NDCC, Section 10-19.1-134 states:
“
A foreign corporation may not:
- Transact business in this state or obtain any license or permit required until it has procured a certificate of authority from the Secretary of State.
- Transact any business in this state prohibited to a domestic corporation incorporated under this chapter.
- Be denied a certificate of authority because the laws of the state or country where the corporation is incorporated 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 10-19.1-143 defines activities that do not constitute transacting business. These exempted activities only apply:
- If a foreign corporation is not applying for a license or permit, and
- Is not bidding to provide goods or services to North Dakota agencies.
Is my foreign corporation 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 corporation must obtain a certificate of authority. A corporation that
is uncertain about this question should consult legal counsel familiar with
North Dakota laws. A corporation 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 10-19.1-134.
What happens if a foreign corporation should obtain a certificate of authority,
but does not?
NDCC, Section 10-19.1-146
lists the consequences of transacting business without a certificate of authority.
