North Dakota: LLC Amendment and Legal-Name-Change Filing Requirements

Requirements one by one

Use the articles route when the public articles are changing

North Dakota calls the public formation record the articles of organization. Section
10-32.1-21 permits amendment or restatement at any time, but it also imposes a
prompt-action rule when a responsible insider knows the filed information was wrong
when filed or later became inaccurate. The statute says the member, manager, or
governor must promptly “cause the articles to be amended” or use the Chapter
10-01.1 registered-agent or office-change route when that is the appropriate filing.

A restatement is not merely a correction. It must be labeled as a restatement, state
the present company name, and state the changes to the latest articles; organizer
names and addresses may be omitted. A full restatement supersedes the original
articles and every earlier amendment.

Follow the proposal, notice, and member-approval sequence

Before any contribution appears in the company records, the organizers or board may
amend. After a contribution is recorded, § 10-32.1-21 requires a proposed resolution
from either a majority of governors present or members holding at least five percent
of voting power, followed by written notice stating the amendment's substance to
every member entitled to vote.

The final vote follows § 10-32.1-39 and the company's governing documents. For an
ordinary member-managed or manager-managed company, an articles amendment that is
outside the ordinary course ordinarily falls under the all-member-consent rule. The
articles may require a larger proportion for a specified type of business, and an
amendment that affects class or series rights can trigger a separate class or series
vote. Review the articles and operating agreement rather than treating the filing
signer's title as proof that approval occurred.

Put the statutory statements in the filing

Under § 10-32.1-21, articles of amendment must state three things: the company name,
the changes made to the articles as most recently amended or restated, and that the
amendment was adopted under Chapter 10-32.1. A legal-name amendment must also meet
§ 10-32.1-11: the name needs “limited liability company,” “LLC,” or “L.L.C.,” must
avoid the barred entity terms, and must be distinguishable in the Secretary of
State's records unless the conflicting-name holder gives written consent or a North
Dakota judgment establishes the applicant's prior right.

Use an authorized signer and an accepted delivery medium

Section 10-32.1-02(49) allows the filing to be signed by a person authorized under
the Act, the company's governing documents, or an approved governor or member
resolution; an agent may sign another Chapter 10-32.1 record. Section 10-32.1-03
recognizes electronic records and signatures. No ordinary amendment notarization
requirement appears in these provisions, but the individual signer affirms the
record's accuracy under penalty of perjury under § 10-32.1-87.

The record must be captioned for its purpose and delivered in a medium the Secretary
of State permits under § 10-32.1-86. The current FirstStop forms index lists online
workflows for business-LLC articles of amendment and restated articles. The statutory
fees in § 10-32.1-92 are $50 for amendment and $125 for restatement.

Choose filing-day or delayed effectiveness

N.D.C.C. §§ 10-32.1-86 and 10-32.1-21 make the accepted filing effective on filing unless
the record states a later date. The later date cannot be more than 90 days after
filing. If the Secretary of State rejects the record, § 10-32.1-91 requires written
reasons and allows a de novo appeal to the district court serving Burleigh County
within 30 days after service of the rejection notice.

Keep amendment, correction, report, agent, and trade-name routes separate

Section 10-32.1-88 reserves a statement of correction for a filed record that
inaccurately recorded the action, contained an inaccurate or erroneous statement, or
was defectively or erroneously signed, sealed, acknowledged, or verified. The
statement identifies the record and defect and supplies corrected text; it cannot
revoke or nullify the filing. The fee is $50, and the current FirstStop index directs
filers to the SFN 60131 paper/PDF form rather than an online correction workflow.

A principal-executive-office address change alone may go in the next annual report or
in a written no-fee update under § 10-32.1-21(3). A registered-agent or registered-
office change uses § 10-01.1-08; owners or governors need not approve that filing,
and the ordinary fee is $10 under § 10-01.1-03. Operating under another public-facing
name instead of changing the LLC's legal name uses the separate trade-name route:
§§ 47-25-02 and 47-25-04 require registration before use, charge $25, and provide a
five-year term.

What trips people up

A legal-name amendment can create an immediate Secretary of State follow-up duty.
Section 10-32.1-21(9) requires the LLC to change its name in each listed state-filed
service-mark, trademark, trade-name, fictitious-name, partnership, or similar
registration that it holds in the capacities the statute identifies. That is more
specific than the general practical need to review tax, licensing, banking,
contracts, titles, and foreign registrations, which remain separate systems.

The annual report is also not a substitute for every amendment. N.D.C.C. §§ 10-32.1-89
collects registered-office, agent, principal-office, and management information, and
late annual reporting can put the company out of good standing. But the annual report
does not replace a legal-name amendment, and § 10-32.1-93 ties a certificate of
existence to filed annual reports and paid fees.

Common questions

Can the LLC use a new brand without changing its legal name?

Yes, but North Dakota treats that as a separate trade-name registration rather than
an articles amendment. Registration is required before doing business under the
trade name, costs $25, and lasts five years under §§ 47-25-02 and 47-25-04.

Does a legal-name change end a lawsuit filed under the old name?

No. Section 10-32.1-21(7) says a suit by or against the LLC under its former name
does not abate merely because the amendment changes the company name.

Must the amendment be notarized?

The ordinary amendment provisions do not impose notarization. Sections
10-32.1-02(49) and 10-32.1-03 instead require an authorized signature and recognize
electronic signatures; the signer affirms accuracy under penalty of perjury under
§ 10-32.1-87.

What happens after the Secretary of State accepts the filing?

The amendment changes the public articles on its effective date, and § 10-32.1-86
requires the Secretary of State to send the filer an image of the filed record. Save
that accepted image and separately review company records and outside accounts; the
LLC Act does not say the amendment automatically changes tax, licensing, banking,
contract, title, trademark, or foreign-registration records.

Statutes and sources

• N.D.C.C. § 10-32.1-21 — amendment, restatement, contents, approval sequence,
  effective time, name-change effects, and prompt accuracy duty. Official current
  chapter PDF: https://ndlegis.gov/cencode/t10c32-1.pdf (accessed 2026-08-21).
• N.D.C.C. § 10-32.1-11 — legal-name designator, barred terms,
  distinguishability, consent/judgment route, and name-only amendment. Official
  current chapter PDF: https://ndlegis.gov/cencode/t10c32-1.pdf (accessed
  2026-08-21).
• N.D.C.C. §§ 10-32.1-13, 10-32.1-15, and 10-32.1-39 — operating-agreement effect,
  management defaults, member consent, and written action. Official current chapter
  PDF: https://ndlegis.gov/cencode/t10c32-1.pdf (accessed 2026-08-21).
• N.D.C.C. §§ 10-32.1-02(49), 10-32.1-03, 10-32.1-86 through 10-32.1-88,
  10-32.1-91 through 10-32.1-93 — signer, electronic form, filing, delayed effect,
  correction, rejection appeal, fees, annual reporting, and existence certificate.
  Official current chapter PDF: https://ndlegis.gov/cencode/t10c32-1.pdf (accessed
  2026-08-21).
• N.D.C.C. §§ 10-01.1-03 and 10-01.1-08 — registered-agent or office statement and
  fee. Official current chapter PDF: https://ndlegis.gov/cencode/t10c01-1.pdf
  (accessed 2026-08-21).
• N.D.C.C. §§ 47-25-02 and 47-25-04 — trade-name registration, fee, and term.
  Official current chapter PDF: https://ndlegis.gov/cencode/t47c25.pdf (accessed
  2026-08-21).
• North Dakota Secretary of State, LLC page — current published amendment fee,
  naming guidance, annual-report fee/deadline, and trade-name direction:
  https://www.sos.nd.gov/business/business-services/business-structures/limited-liability-company-llc
  (accessed 2026-08-21).
• North Dakota Secretary of State, FirstStop forms index — current amendment,
  restatement, and correction routes and fees:
  https://firststop.sos.nd.gov/api/FormDefinition/ (accessed 2026-08-21).