Professional Corporation Annual Report
Statutory authority: NDCC, Section 10-31-13
A professional corporation must file an annual report with the Secretary of State:
- If a domestic corporation (incorporated according to North Dakota laws) on or before August 1st of each year. The first annual report is due in the year following that in which the Secretary of State initially chartered the corporation.
- If a foreign corporation (incorporated according to laws of another jurisdiction other than North Dakota) on or before May 15th of each year. The first annual report is due in the year following that in which the corporation was initially authorized to transact business by the Secretary of State.
- On the form prescribed by the Secretary of State. If the corporation did not receive an annual report form, the form can be obtained from this website, or contact the Secretary of State’s office for another form.
- 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 officers and shareholders 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 corporation chooses not to file an annual report by the required date, or file a voluntary dissolution or withdrawal of their charter or authority, state law requires the Secretary of State to revoke the corporate charter or authority one year after the report is due.
The annual report must disclose the following:
- Corporate name
- Name and address of the registered agent in North Dakota
- State of origin
- Federal ID number to help maintain accurate corporate 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 officers, directors, and shareholders
- A statement of the aggregate number of shares the corporation has authority to issue, itemized by classes, par value of shares, shares without par value, and series, if any, within a class
- A statement of the aggregate number of issued shares, itemized by classes, par value of
shares, shares without par value, and series, if any within a class
- If a foreign corporation, a statement, expressed in dollars, of the value of all the property owned by the corporation, wherever located, and the value of the property of the corporation located within North Dakota
- If a foreign corporation, a statement expressed in dollars, of the total gross income of the corporation for the twelve months ending the fiscal year that immediately precedes the due-date of the report
- If a foreign corporation, a statement expressed in dollars, of the total gross income the corporation accumulated at or from places of business in North Dakota for the twelve months ending the fiscal year that immediately precedes the due-date of the report
- Statement certifying professional licensure of all officers, directors and shareholders who practice in North Dakota
- Any additional information necessary or appropriate to enable the Secretary of State to determine and assess the proper amount of fees payable by the corporation
- Name, e-mail address and day-time telephone number of a contact person; and
- Signature of person authorized to submit the annual report.
Annual report fees:
- If a domestic corporation:
- $25 if the annual report mailer is postmarked on or before August 1st
- $45 if the annual report mailer is postmarked on or before November 1st
- $85 if postmarked thereafter.
- If a foreign corporation:
- $25 if the annual report mailer is postmarked on or before May 15th
- $45 if the annual report mailer is postmarked on or before August 15th
- $85 if postmarked thereafter.
- 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 August 1st if a domestic corporation; or May 15th if a foreign corporation. 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 $85 and paying a reinstatement fee of $135
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
- Federal tax identification number
- Numbers of issued shares
- Reported property values; and
- Reported gross income values.