Nonprofit Corporation Annual Report
Statutory authority: NDCC, Section 10-33-139
A nonprofit corporation must file an annual report with the Secretary of State:
- If a domestic corporation (incorporated according to North Dakota laws) on or before February 1 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 February 1 of each year. The first annual report is due in the year following that in which the corporation was initially authorized to conduct activities 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.
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;
- Federal Tax Code by which tax exemption is recognized, if any;
- Telephone number of the principal executive office;
- Address of the principal executive office;
- Description of the corporate purpose or activities;
- Names and addresses of all officers and directors;
- Name, e-mail address and day-time telephone number of a contact person;
- Signature of person authorized to submit the annual report; and
- If the name or address of the registered agent has changed, then the statement of change and registered agent consent.
Registered Agent/Office Statement of Change:
A nonprofit corporation may change its registered agent or address in conjunction with the annual report without the usual fee for filing a registered agent change or registered agent consent. This can be accomplished by completing the back of the annual report form. Even though the statement is filed in conjunction with the annual report, the registered agent and change becomes a part of the corporate charter.
Annual report fees:
- $10 if the annual report mailer is postmarked on or before February 1;
- $15 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 February 2. 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 $15 and paying a reinstatement fee of $40.
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