How to Register a Business in North Dakota

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TLDR

North Dakota is also committed to attracting and retaining startups, primarily in the fields of agritourism, biotechnology, bioenergy, advanced manufacturing, and technology-based businesses. And with small businesses making up 98.8% of all North Dakota employers, North Dakota offers much to founders and entrepreneurs.
When you register a business in North Dakota, you’ll need to satisfy several requirements to register your startup successfully. Before registering, though, it’s a good idea to identify some vital foundational aspects of your company, such as creating a business plan.
You must first determine your organization’s legal entity structure. Your chosen business entity determines the next steps in registering your startup, in addition to which taxes you’ll pay and how much personal liability you might have.
The most common and straightforward type of business entity is a sole proprietorship. When you have a sole proprietorship, it means that your business is unincorporated, with no legal distinction between you as the founder and the startup itself. The liabilities and profits are accounted for on the founder’s tax returns.
In addition to choosing your entity’s structure, you’ll also have to choose your business’s name. When picking a name for your startup, you’ll need to distinguish it from any other business names already registered with the state.
You’ll also have to choose your business’s name. When picking a name for your startup, you’ll need to distinguish it from any other business names already registered with the state. Additionally, you’ll need to follow North Dakota’s naming conventions, such as using proper designations such as “LLC” or “Limited Liability Company,” as applicable, in your startup’s name. You can check for available names by visiting North Dakota’s business records search.
Finally, after completing the above steps, it’s time to submit your formation forms to North Dakota’s Secretary of State’s office. North Dakota provides sample forms for your use or review for new entities.
If you are a minority-owned business in North Dakota, you have access to several certificate programs and resources through the Department of Transportation’s minority certificate programs. In addition to the state certification, you can also explore national certifications, such as those offered by the Small Business Administration (SBA).

Coming in 47th in the U.S. population, North Dakota is primarily made up of ranches and farms, covering 90% of its land. North Dakota leads the nation in durum wheat, edible peas, edible beans, canola, flaxseed, spring wheat, and honey production.

Sixty-three wildlife refuges exist in North Dakota, more than any other state. Lake Sakakawea “has more shoreline than the California Pacific Coast.” And for history buffs, Lewis and Clark spent more time in what is now North Dakota than any other state.

North Dakota is also committed to attracting and retaining startups, primarily in the fields of agritourism, biotechnology, bioenergy, advanced manufacturing, and technology-based businesses. And with small businesses making up 98.8% of all North Dakota employers, North Dakota offers much to founders and entrepreneurs.

As you determine where to locate your new business, this article will explore the ins and outs of registering your startup in North Dakota.

When Do You Need to Register a Business in North Dakota?

When you register a business in North Dakota, you’ll need to satisfy several requirements to register your startup successfully. Before registering, though, it’s a good idea to identify some vital foundational aspects of your company, such as creating a business plan.

In drafting your business plan, you’ll want to consider your target buyer, go-to-market strategy, marketing, sales approaches, location, and ownership, to name a few topics. In addition, you can check in with the U.S. Small Business Administration, guiding you on how to create a business plan in addition to providing market research and competitive analysis for your startup.

Once you’ve identified some of the basics about your startup’s operation, it is then time to register your startup. Below, we’ve broken these requirements into an easy step-by-step process.

Determine Your Startup’s Entity Structure

Before registering your startup in North Dakota, you must first determine your organization’s legal entity structure. Your chosen business entity determines the next steps in registering your startup, in addition to which taxes you’ll pay and how much personal liability you might have.

In North Dakota, you may choose one of the following business entity structures:

Corporation
Limited Liability Company (LLC)
Partnership
General Partnership (GP)
Limited Partnership (LP)
Limited Liability Partnership (LLP)
Limited Liability Limited Partnership (LLLP)
Cooperative Associations
Sole Proprietorship

For example, the most common and straightforward type of business entity is a sole proprietorship. When you have a sole proprietorship, it means that your business is unincorporated, with no legal distinction between you as the founder and the startup itself. The liabilities and profits are accounted for on the founder’s tax returns. Additionally, and here’s the downside, the founder has unlimited personal liability, with no protections built-in. North Dakota requires no formal filing to operate a business in the state.

If, on the other hand, you choose a corporation, limited liability company, or partnership structure for your startup, you must follow specific steps to register your business in North Dakota. For example, if you structure your startup as a limited liability company, you’ll need to file an Articles of Organization application with North Dakota’s Secretary of State. If you decide to form a corporation for your startup, you’ll need to file an Articles of Incorporation application.

You may want to visit your accountant before choosing a business structure so you are familiar with the tax advantages and disadvantages of each.

Choose Your Startup’s Name

In addition to choosing your entity’s structure, you’ll also have to choose your business’s name. When picking a name for your startup, you’ll need to distinguish it from any other business names already registered with the state.

Additionally, you’ll need to follow North Dakota’s naming conventions, such as using proper designations such as “LLC” or “Limited Liability Company,” as applicable, in your startup’s name. You can check for available names by visiting North Dakota’s business records search.

Suppose you’re not ready to register your North Dakota startup, but you want to preserve your company’s name. In that case, you may reserve your business name while you’re completing your registration process. You may only reserve your startup’s name for one year. Further, the name reservation “only reserves the name and does not grant authority for the use of the name until the documents applicable to the business structure are filed.”

Identify Your Registered Agent

Next, you need to identify and obtain a registered agent unless your startup is a general partnership. A registered agent is a person or entity who agrees to accept legal documents on behalf of your startup.

When choosing your registered agents, specific requirements must be filed. The selected individual or entity must reside in North Dakota. The individual must have a street address in North Dakota, while an entity must have a physical presence (through an office, for example). Your startup may not serve as your registered agent.

Submit Your Formation Forms

Finally, after completing the above steps, it’s time to submit your formation forms to North Dakota’s Secretary of State’s office. North Dakota provides sample forms for your use or review for new entities.

Let’s look at a specific example. If you choose to register as a limited partnership in North Dakota, you will file a Certificate of Limited Partnership to create your startup. And, as stated above, if you structure your startup as a limited liability company, you’ll need to file an Articles of Organization application with North Dakota’s Secretary of State. Finally, if you decide to form a corporation for your startup, you’ll need to file an Articles of Incorporation application.

In addition to your formation forms, you’ll also want to check if any additional records are required at the city, county, or state level, such as one for a business license.

How Much Does It Cost to Register a Business in North Dakota?

Depending upon your chosen entity for your startup, you need to understand the annual filing requirements in addition to any owed state tax. For example, for registering an LLC, you’ll pay $130. To file a corporation, you’ll pay $100. To register a limited partnership, you’ll pay $110.

Additionally, if you register a business in North Dakota, you need to understand your tax obligations. For example, depending on your startup entity, you’ll need to pay certain taxes through North Dakota’s Office of the State Tax Commissioner, such as sales and use tax, withholding tax, other employment taxes, and corporate income and net worth tax.

To understand if and when you are subject to North Dakota’s business and employment taxes, you should consult with an experienced accountant.

How Do You Register as a Minority-Owned Business in North Dakota?

If you are a minority-owned business in North Dakota, you have access to several certificate programs and resources through the Department of Transportation’s minority certificate programs.

In addition to the state certification, you can also explore national certifications, such as those offered by the Small Business Administration (SBA). For example, minority-owned startups can seek certifications such as the 8(a) business development program, the HUBZone program, and the SBA Mentor-Protégé Program. To learn more about these certifications, visit the SBA’s website.

The Benefits of Registering Your Startup in North Dakota

Founders can look forward to the many benefits of locating their startup in North Dakota. Here are some key points to consider:

North Dakota is growing economically at a faster pace than other states
A supportive startup and small business environment
A tax-friendly environment, including a modest sales tax and low personal income and corporate tax rates
Lots of land opportunities
High quality of life with numerous outdoor activities, especially in the western part of the state

The Limitations Associated with Registering Your Startup in North Dakota

There are very few drawbacks to starting a business in North Dakota. However, one limitation is key to startup founders: access to capital. Like other states, many startups aren’t sound candidates for traditional financing through banks or credit unions.

Many founders may find luck with angel investor networks or bridge loans. But getting that funding is often a challenge.

North Dakota also has very harsh (and long) winters. The big cities aren’t that big but include Fargo, Grand Forks, and Bismarck.

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