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Secretary of State, Nonprofit Services North Dakota Secretary of State
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Nonprofit Services
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Nonprofit Corporation FAQs

See: Business Services, Business Registrations, FAQs (generally applicable to all business entities)

Is a church subject to the statutory requirements and fees of any other nonprofit corporation? Yes, if the church is incorporated and has filed articles of incorporation with 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

Should we incorporate our nonprofit organization?
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;
  • Access to public or private grant money;
  • Donations with tax-deductible status; and
  • Special postage rates.

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?
They are not required to be filed, however, if a corporation does file its bylaws, they become public record and are open to public disclosure.

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.

Is our corporation exempt from payment of taxes when the Secretary of State issues the corporate charter?
The corporate charter does not extend tax exemption. Your nonprofit corporation must apply to the Internal Revenue Service for its tax-exempt status. See the Internal Revenue site for tax issues related to charities and nonprofit organizations. http://www.irs.ustreas.gov/charities/index.html

Can a nonprofit corporation shorten its corporate name and use an acronym for "everyday" use?
Yes, however when a corporation assumes a name that is not its corporate name, that name is considered to be a trade name and must be registered with the Secretary of State. See Trade Name.

Does the corporation need a corporate seal?
A corporate seal is not required under North Dakota laws.

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.

Who can be retained as registered agent when the corporation does not have an 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.

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 is the difference between a domestic nonprofit corporation and a foreign nonprofit 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.

Why is an annual report required of a nonprofit corporation?
The annual report is required by North Dakota law and is a very important document that should not be overlooked. A nonprofit corporation is a legal entity recognized under the laws of the State of North Dakota. The filing of the annual report verifies the continued existence of the corporation and provides the public with the names and addresses of officers and directors. Failure to file will result in the involuntary dissolution of the corporate charter or the loss of the certificate of authority. This could adversely impact the mission of the organization and even result in unanticipated legal consequences.

Why is there a $10 filing fee for the annual report?
The filing fee covers the state's cost of maintaining the records for your nonprofit corporation and is deposited in the state's general fund.

Why is there a $5 late filing fee?
State law requires all business entities (including nonprofit corporations) that are registered with the Secretary of State's office to pay a late filing fee if their annual reports are not filed on or before their respective due date.

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.

We elect our officers in February. Should we wait until then to file our annual report?
No. The filing deadline for the report is February 1 (or on the next business day if February 1happens on a Saturday or Sunday). If it is not filed on or before that date, a late fee of $5 must be charged and the corporation is given a "not good standing" status. In order to comply with the law, you only need to list the officers and directors who are in office on the date the report is filed with the Secretary of State's office.

As a domestic nonprofit corporation, what should we do if we do not have three directors to list on the annual report?
According to state law, your corporation's officers are also allowed to serve as directors. If your officers have dual responsibility as officers and directors, check the appropriate box in number 10 on your report form.

What is the minimum number of officers that a domestic nonprofit corporation must list on the annual report?
Two; a president and a secretary.

Why is a particular individual listed on the annual report form as our registered agent when they are no longer with the organization or are deceased?
That is the name currently listed in the state's official records for the corporation. To make a change, complete the back of the annual report form.

If our organization does not maintain a business office, what address do we use for the principal executive office of the corporation?
List the address of one of the corporation's officers.

We already filed a report with the Secretary of State in September. Why do we need to file another annual report in February?
Your organization most likely has a charitable solicitation registration with the Secretary of State's office and that renewal and report are due on September 1. This annual report is for a different function than the Domestic and Foreign Nonprofit Corporation Annual Report. The filing of the Domestic and Foreign Nonprofit Corporation Annual Report verifies and preserves the existence of your corporation.

What if we just do not have the time to get the annual report done?
You can request an extension "in-writing" that must be postmarked on or before February 1. The extension period cannot exceed eleven months from the due date of the annual report.

When does a foreign corporation need to obtain a certificate of authority from the Secretary of State before conducting activities?
NDCC, Section 10-33-127 states:
" A foreign corporation may not:

  1. Conduct activities in this state or obtain any license or permit required by this state until it has procured a certificate of authority from the Secretary of State.
  2. Conduct in this state any activity that is prohibited to a corporation incorporated under this chapter.
  3. 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 10-33-136 defines activities that do not constitute conducting activities. 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 conducting activities 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 10-33-127.

What happens if a foreign corporation should obtain a certificate of authority, but does not?
NDCC, Section 10-33-135 lists the consequences of conducting activities without a certificate of authority.

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