Nonprofit Corporation Formation Filing in North Dakota

At a glance

Requirements one by one

Articles and incorporators

Under § 10-33-05, at least one individual age eighteen or older files the articles. Section 10-33-06(1) requires each incorporator's name and address, the principal executive office address, and a statement that incorporation is under Chapter 10-33. Under § 10-33-08, the law directs the Secretary of State to issue a certificate after a conforming filing and fee payment.

Purpose, members, and first board

Under § 10-33-04(1) supplies a general lawful nonprofit purpose unless the articles limit it. Section 10-33-06(3)(p) makes no members the default unless articles or bylaws change it. The first board may be named in the articles under § 10-33-06(4)(a); otherwise § 10-33-25(1) lets incorporators elect directors or act as directors until an election.

Agent, signature, and consent

Section 10-33-06(1) requires the registered agent's name and a North Dakota address if the agent is noncommercial. Under § 10-01.1-04, an address required by the agent chapter includes a street or rural route address and a different mailing address, if any. Section 10-33-01(34)(b) defines a filed signed record through an authorized signer and an accepted communication method. Appointment affirms agent consent under § 10-01.1-05(2).

Fee and existence

Section 10-33-140(1)(a) charges $40 for filing articles and issuing the certificate. Existence begins when the certificate issues under § 10-33-09, or on a later article-specified date within the ninety-day limit in § 10-33-06(1)(e).

What trips people up

The principal executive office address is a separate articles field from the noncommercial agent's North Dakota address under § 10-33-06(1)(b)–(c). A later effective date is measured from certificate issuance under paragraph (e), rather than from the date articles are delivered.

Common questions

Must the articles state a special purpose? Section 10-33-04(1) supplies a general lawful nonprofit purpose unless the articles limit it.

Must the first directors be named? Section 10-33-25(1) provides a route for incorporators when the articles do not name them.

Statutes and sources

• N.D.C.C. § 10-33-01(34)(b): “With respect to a record required by this chapter to be filed with the secretary of state, that: (1) The record is signed by a person authorized to do so by this chapter, the articles, or bylaws, a resolution approved by the directors as required by section 10-33-42, or the members with voting rights, if any, as required by section 10-33-72; and (2) The signature and the record are communicated by a method or medium of communication acceptable by the secretary of state.” Official source (accessed 2026-10-01).

• N.D.C.C. § 10-33-04(1): “Unless otherwise limited in its articles, a corporation has a general purpose of engaging in any lawful nonprofit activity.” Official source (accessed 2026-10-01).

• N.D.C.C. § 10-33-05: “One or more individuals age eighteen or more may act as incorporators of a corporation by filing with the secretary of state articles of incorporation for the corporation.” Official source (accessed 2026-10-01).

• N.D.C.C. § 10-33-06(1): “The articles of incorporation must contain: a. The name of the corporation; b. The name of the registered agent of the corporation as provided in chapter 10-01.1 and, if a noncommercial registered agent, then the address of that noncommercial registered agent in this state; c. The address of the principal executive office; d. The name and address of each incorporator; e. The effective date of the incorporation: (1) If a later date than that on which the certificate of incorporation is issued by the secretary of state; and (2) Which may not be later than ninety days after the date on which the certificate of incorporation is issued; and f. A statement that the corporation is incorporated under this chapter.” Official source (accessed 2026-10-01).

• N.D.C.C. § 10-33-06(2)(a): “The following articles govern a corporation unless modified by the articles: a. A corporation has a general purpose of engaging in any lawful nonprofit activity as provided in section 10-33-04;” Official source (accessed 2026-10-01).

• N.D.C.C. § 10-33-06(3)(p): “The following provisions govern a corporation unless modified either in the articles or bylaws: p. A corporation does not have members as provided in section 10-33-57;” Official source (accessed 2026-10-01).

• N.D.C.C. § 10-33-06(4)(a): “The following provisions relating to the management or regulation of the affairs of a corporation may be included in the articles or, except for naming members of the first board, in the bylaws: a. The first board of directors may be named in the articles as provided in section 10-33-25;” Official source (accessed 2026-10-01).

• N.D.C.C. § 10-33-08: “An original of the articles of incorporation must be filed with the secretary of state. If the secretary of state finds that the articles of incorporation conform and all fees have been paid under section 10-33-140, the secretary of state shall issue a certificate of incorporation to the incorporators or their representative.” Official source (accessed 2026-10-01).

• N.D.C.C. § 10-33-09: “The corporate existence begins upon the issuance of the certificate of incorporation or at a later date as specified in the articles of incorporation.” Official source (accessed 2026-10-01).

• N.D.C.C. § 10-33-25(1): “If the first board is not named in the articles, the incorporators may elect the first board or may act as directors with all of the powers, rights, duties, and liabilities of directors, until directors are elected.” Official source (accessed 2026-10-01).

• N.D.C.C. § 10-33-140(1)(a): “Filing articles of incorporation and issuing a certificate of incorporation, forty dollars.” Official source (accessed 2026-10-01).

• N.D.C.C. § 10-01.1-04: “Whenever a provision of this chapter, other than subdivision d of subsection 1 of section 10-01.1-11 requires that a filing state an address, the filing must state: 1. An actual street address or rural route box number in this state; and 2. A mailing address in this state if different from the address under subsection 1.” Official source (accessed 2026-10-01).

• N.D.C.C. § 10-01.1-05(1)–(2): “A registered agent filing must state: a. The name of the commercial registered agent of the represented entity; or b. If the entity does not have a commercial registered agent, then the name and address of the noncommercial registered agent of the entity. 2. The appointment of a registered agent pursuant to subsection 1 is an affirmation by the represented entity that the agent has consented to serve as such.” Official source (accessed 2026-10-01).