Domestic LLC Formation Filing Requirements in North Dakota
At a glance
| Governing law and filing record | North Dakota Uniform Limited Liability Company Act, N.D.C.C. ch. 10-32.1; Secretary of State Articles of Organization for an ordinary domestic LLC (§ 10-32.1-20) |
|---|---|
| Organizer and signature | One or more organizers: an individual must be at least 18; another person may also organize. List every organizer's name/address; at least one organizer signs (§§ 10-32.1-02(49), -20) |
| Required entity and purpose terms | State a compliant, distinguishable name using limited liability company, L.L.C., or LLC. No purpose or duration statement required (§§ 10-32.1-11, -20(2)) |
| Addresses and service fields | Commercial-agent name only, or noncommercial-agent name and North Dakota address; principal executive office; every organizer's address (§ 10-32.1-20(2); ch. 10-01.1) |
| Management and owner disclosure | No management election and no manager, governor, member, or ownership disclosure required in the ordinary articles; formation alone does not make anyone a member (§ 10-32.1-20(2), (4)(d)) |
| Optional and restricted provisions | May add a delayed date and other statements, but articles cannot supply a statement of authority or make effective a term barred by § 10-32.1-13(3) (§§ 10-32.1-15(3), -20(2)–(3)) |
| Filing method, fee, and attachments | File through FirstStop; $135. No routine ordinary-LLC attachment, except consent or a North Dakota judgment if using an otherwise indistinguishable name (§§ 10-32.1-11(3), -92(1); SOS) |
| Formation and effective date | Formed when the Secretary files the articles or on a stated later date, no more than 90 days after filing; conforming filing and full fee are required (§§ 10-32.1-20(4), -86) |
| Publication and initial follow-up | No formation publication or one-time initial report. First annual report is due before Nov. 16 in the calendar year after the articles' effective-date year (§ 10-32.1-89(3); SOS) |
Requirements one by one
Governing law and filing record
North Dakota forms an ordinary domestic LLC under the North Dakota Uniform Limited Liability Company Act by filing Articles of Organization with the Secretary of State. Section 10-32.1-20 is the formation provision.
Organizer and signature
One or more organizers may form the company. An individual organizer must be at least 18; the statute also permits “other persons.” Every organizer's name and address goes in the articles, but § 10-32.1-02(49) requires at least one organizer to sign. The signature may be electronic or otherwise reproduced if placed with the present intent to authenticate. Under § 10-32.1-02(19), filing requires delivery by an accepted method, payment of the fee, conformity review, and recording by the Secretary.
Required entity and purpose terms
The articles state a distinguishable name using “limited liability company,” “L.L.C.,” or “LLC” under § 10-32.1-11(1). Section 10-32.1-20's mandatory list does not require a purpose or duration clause for an ordinary business LLC.
Addresses and service fields
For a commercial registered agent, the articles state the agent's name. For a noncommercial agent, they state the agent's name and North Dakota address. The articles also state the principal executive office and every organizer's address. The alternatives in § 10-01.1-05(1) are commercial or noncommercial agent filings. Registered-agent eligibility and later changes are separate from this formation filing.
Management and owner disclosure
The statutory filing does not require a member-, manager-, or board-management election. It also does not require the names or addresses of a manager, governor, member, or percentage owner. Section 10-32.1-20(4)(d) separately makes clear that formation alone does not cause anyone to become a member.
Optional and restricted provisions
The articles may add a delayed effective date and other statements. An added statement is not effective as a statement of authority. Under §§ 10-32.1-13(3) and 10-32.1-15(3), the public record also cannot make effective a provision that would be barred in the operating agreement, including a term eliminating the good-faith obligation or specified court powers.
Filing method, fee, and attachments
The Secretary of State directs a new business to FirstStop for registration. The current statutory and agency fee is $135 under § 10-32.1-92(1). An ordinary filing has no routine separate attachment. If the proposed name is otherwise indistinguishable, § 10-32.1-11(3) requires written consent from the existing name holder or a certified North Dakota judgment establishing the applicant's prior right to the name.
Formation and effective date
The LLC forms when the Secretary of State files the articles, or on a later date stated in them. The delay cannot exceed 90 days. The Secretary files the record and issues a certificate of organization when the articles conform to law and the required fee has been paid.
What trips people up
The public articles identify every organizer but do not identify the company's owners or managers. An organizer can handle the filing without becoming a member, and formation does not by itself admit anyone as a member.
The 90-day limit runs from filing. A later date in the articles is optional; if none is stated, the filed record is effective on the filing date under § 10-32.1-86.
North Dakota does not add newspaper publication or a separate one-time initial report to the ordinary formation path. The first statutory follow-up is the annual report: § 10-32.1-89(3) makes it due before November 16 in the calendar year after the year of the articles' effective date.
Common questions
Does a North Dakota LLC need a purpose clause?
No. Purpose is not in § 10-32.1-20's mandatory list for ordinary articles.
Must the articles name members or managers?
No. The ordinary public formation record does not require either list.
Can an entity act as organizer?
Yes. Section 10-32.1-20 permits one or more adult individuals “or other persons” to organize the LLC.
When is the first annual report due?
Before November 16 in the calendar year after the calendar year in which the articles became effective.
Statutes and sources
- N.D.C.C. §§ 10-32.1-02, -11, -13, -15, -20, -86, -89, and -92 — signer and filing definitions, name rules, nonwaivable limits, required and optional articles, formation event, 90-day delay, first annual report, and $135 fee. https://ndlegis.gov/cencode/t10c32-1.pdf#nameddest=10-32p1-20 (accessed July 29, 2026)
- N.D.C.C. § 10-01.1-05 — commercial- and noncommercial-agent fields. https://ndlegis.gov/cencode/t10c01-1.pdf#nameddest=10-01p1-05 (accessed July 29, 2026)
- North Dakota Secretary of State, Register a Business and LLC pages — FirstStop registration path, formation-record description, current $135 fee, name designators, and November 15 annual-report presentation. https://www.sos.nd.gov/business/business-services/register-business and https://www.sos.nd.gov/business/business-services/business-structures/limited-liability-company-llc (accessed July 29, 2026)
Source links
Every statute quoted above, linked, with the date we checked it.
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