LLC Conversion and Domestication Filing Requirements in North Dakota

At a glance

Requirements one by one

Conversion and domestication are separate direct routes

North Dakota's conversion route broadly permits an LLC to become another organization. The eligible definition includes corporations, LLCs, limited partnerships, LLPs, LLLPs, and other persons with a governing statute, but the operative section excludes a general-partnership result and the definition excludes nonprofit corporations and nonprofit LLCs. N.D.C.C. §§ 10-32.1-02 and 10-32.1-13 and §§ 10-32.1-55 and 10-32.1-61 to 10-32.1-63.

Domestication instead covers a foreign LLC becoming a North Dakota LLC and a North Dakota LLC becoming a foreign LLC. The other jurisdiction's governing statute must authorize and not prohibit the change, and the foreign LLC must comply with that law. N.D.C.C. §§ 10-32.1-67 to 10-32.1-71.

Both plans must be records. A conversion plan identifies the two names and forms, terms, how each ownership interest becomes result interests, money, or property, and the result's organizational records. A domestication plan uses the two names and jurisdictions, terms, interest-conversion mechanics, and the result's originating record. N.D.C.C. § 10-32.1-62 and § 10-32.1-67(3).

Conversion adds board action and class voting

For conversion, the statute requires an act of the LLC's board approving the resolution, followed by an act of members. Every class or series is entitled to vote separately. Meeting notice goes to every voting and nonvoting member 14 to 50 days beforehand and carries the plan or a short description; written action must include or attach the same material. N.D.C.C. § 10-32.1-63.

Domestication does not state a separate board step. A domestic LLC defaults to all-member consent, while an inbound foreign LLC follows its governing statute. An operating agreement generally controls internal company activity and can alter statutory defaults. It cannot restrict the right of a member taking personal liability to approve; the personal-liability exception applies only when that member consented to a fewer-than-all approval term, not merely a general nonunanimous-amendment clause. N.D.C.C. § 10-32.1-13, § 10-32.1-39, and § 10-32.1-71.

Filings and fees depend on the result

Conversion Articles state both entities' names and forms, the result jurisdiction, required approvals, the plan without its organizational records, the result's originating record, and an address for an unregistered foreign result. A domestic result adds its public creation record; a foreign result that will transact in North Dakota adds its authority application. Specified state-filed marks, trade names, and partnership registrations also must be updated to the result name. N.D.C.C. §§ 10-32.1-64 to 10-32.1-66.

Domestication Articles state the direction, both company names and jurisdictions, effective date under result law, applicable approval, and an address for an unregistered foreign result. An outbound LLC also files a statement surrendering its North Dakota Articles of Organization. N.D.C.C. § 10-32.1-69 and § 10-32.1-70(3).

An authorized person signs the filing; the chapter also permits an agent to sign. The base conversion or domestication charge is $50. A North Dakota organization result adds its formation fee; a foreign result that will transact in North Dakota adds its authority fee. An inbound domestication to an ordinary North Dakota LLC therefore has a $185 statutory base: $50 plus the $135 LLC formation charge. N.D.C.C. § 10-32.1-02(49) and § 10-32.1-92.

Conversion may be abandoned before plan approval by board act and afterward by member act or under plan conditions. If the Articles were filed but are not yet effective, Articles of Abandonment are required and cost $50. Domestication plan amendment or abandonment before filing follows the plan or the original consent threshold. N.D.C.C. § 10-32.1-65, § 10-32.1-68, and § 10-32.1-92(7).

A North Dakota filing may delay at most 90 days. A correction cannot revoke or nullify the original record and generally relates back, except against a person adversely affected by the correction. N.D.C.C. §§ 10-32.1-86 and 10-32.1-88.

Entity and obligation continuity remain

The result is the same entity. Property remains vested; debts, liabilities, and other obligations continue; pending proceedings may continue; lawful rights, powers, and privileges remain; and plan terms take effect. Domestication also states that the move does not dissolve the LLC for winding-up purposes. N.D.C.C. § 10-32.1-66 and § 10-32.1-70.

A foreign result accepts North Dakota court jurisdiction for preserved obligations on which the domestic LLC was already subject to suit. If not authorized in North Dakota, it appoints the Secretary of State for related service. N.D.C.C. § 10-32.1-66(4)-(5) and § 10-32.1-70(2).

What trips people up

The conversion approval wording does not fit every governance label neatly. Section 10-32.1-63 requires an act of the “board” before member action, while § 10-32.1-02 separately says a member-managed LLC's governing body is its members and a manager-managed LLC's governing body is its managers. The current text should be applied to the company's actual governance structure and records rather than treating “board” as a universal synonym.

The conversion-effect section contains a mismatched dissent cross-reference. Section 10-32.1-66(3) makes converted interests subject to a dissenter's rights under § 10-32.1-33, but current N.D.C.C. § 10-32.1-33 is titled “Direct action by a member” and requires proof of an individual injury; it does not state an appraisal, demand, valuation, or buyout procedure. Sections 10-32.1-61 through 10-32.1-71 supply no separate conversion or domestication appraisal process, so the cross-reference should be confirmed rather than administered as one.

Common questions

Must members approve conversion at a meeting?

Not necessarily. Section 10-32.1-39 permits written member consent at the voting power otherwise required at a meeting, and § 10-32.1-63 requires the written action to include or attach the plan or a short description.

Must the company update existing state registrations?

Sometimes. Section 10-32.1-64(3) requires the converting organization to amend specified state-filed service marks, trademarks, trade names, and partnership registrations to the result name when the conversion Articles are filed.

Statutes and sources

• N.D.C.C. §§ 10-32.1-02, -13, and -39 — definitions, operating-agreement control, governance forms, member action, and signing. Official chapter PDF (accessed September 8, 2026).
• N.D.C.C. §§ 10-32.1-55 and -61 to -71 — conversion and domestication availability, plans, approvals, filings, fees by reference, effect, and personal-liability protection. Official chapter PDF (accessed September 8, 2026).
• N.D.C.C. § 10-32.1-33 — current direct-member-action text named by the conversion section's dissenter cross-reference. Official chapter PDF (accessed September 8, 2026).
• N.D.C.C. §§ 10-32.1-86, -88, and -92 — delayed effect, correction, and charges. Official chapter PDF (accessed September 8, 2026).