Foreign Qualification Application - Preparation Worksheet - North Dakota

NORTH DAKOTA FOREIGN BUSINESS CORPORATION QUALIFICATION WORKSHEET

Use this worksheet to prepare the North Dakota Secretary of State's current Foreign Business Corporation Certificate of Authority Application through the FirstStop system. This worksheet is not a substitute for the official filing.

1. QUALIFICATION GATE

The North Dakota Secretary of State states that an out-of-state corporation must obtain a certificate of authority to transact business or provide professional services in North Dakota.

☐ North Dakota counsel has reviewed the corporation's actual activities and confirmed that qualification is required.

☐ The entity is a foreign business corporation. Use the entity-specific filing for an LLC, nonprofit, professional corporation, farm or ranch corporation, authorized livestock farm corporation, partnership, or other entity type.

2. APPLICATION INFORMATION

N.D.C.C. § 10-19.1-135 requires an application executed by an authorized person on the Secretary of State's prescribed form.

2.1 Corporation Name

Exact legal name: [________________________________]

If different, name proposed for use in North Dakota: [________________________________]

2.2 Home Jurisdiction and Duration

Jurisdiction of incorporation: [________________________________]

Date of incorporation: [__/__/____]

Period of duration:

☐ Perpetual

☐ Date certain: [__/__/____]

2.3 Principal Executive Office

Street address: [________________________________]

City, state/province, ZIP/postal code: [________________________________]

Country, if outside the United States: [________________________________]

2.4 North Dakota Registered Agent

N.D.C.C. § 10-19.1-138 requires an authorized foreign corporation to continuously maintain a registered agent and registered office as provided in Chapter 10-01.1.

Registered agent name: [________________________________]

Agent type:

☐ Commercial registered agent

☐ Noncommercial registered agent

If noncommercial, North Dakota address: [________________________________]

Registered-agent consent or acceptance required by the current FirstStop workflow: [________________________________]

2.5 North Dakota Business Purpose

Purpose the corporation proposes to pursue in North Dakota:

[____________________________________________________________]

[____________________________________________________________]

2.6 Directors and Officers

N.D.C.C. § 10-19.1-135(1)(g) requires names and addresses of the foreign corporation's directors and officers.

Attach additional entries if needed.

2.7 Additional Information

Additional information requested by the Secretary of State to determine eligibility for the certificate:

[____________________________________________________________]

3. REQUIRED ATTACHMENT

N.D.C.C. § 10-19.1-135(2) requires a duly authenticated certificate of good standing or certificate of existence from the incorporating officer of the home jurisdiction.

Certificate type: [________________________________]

Issuing office: [________________________________]

Issue date: [__/__/____]

☐ Authenticated certificate attached or uploaded

☐ Entity name on the certificate matches the application exactly

4. EFFECTIVE DATE AND EXECUTION

Under N.D.C.C. § 10-19.1-148.1, a filing is effective when filed unless it specifies a delayed effective date within 90 days.

☐ Effective when filed

☐ Delayed effective date: [__/__/____]

Corporation name: [________________________________]

Authorized signer name: [________________________________]

Title or authority: [________________________________]

Signature: [________________________________]

Date signed: [__/__/____]

5. FILING PACKAGE

☐ Current FirstStop Foreign Business Corporation Certificate of Authority Application completed

☐ Authenticated certificate of good standing or existence attached

☐ Registered-agent information and any required acceptance completed

☐ Filing fee of $145 included, as provided by N.D.C.C. § 10-19.1-147(20) and the Secretary of State's corporation page

☐ Submission copy and payment confirmation retained

Submit through the North Dakota Secretary of State's FirstStop Portal unless the Secretary of State directs another current method.

6. POST-FILING CHECKLIST

☐ Retain the certificate of authority and filed application.

☐ Continuously maintain the registered agent and registered office required by N.D.C.C. § 10-19.1-138.

☐ Calendar the foreign business corporation annual report for May 15, as listed by the Secretary of State.

☐ Calendar the current $25 annual-report fee under N.D.C.C. § 10-19.1-147(24).

☐ Use the amendment filing if the corporation changes information requiring an amended certificate of authority.

☐ If the corporation ceases transacting business in North Dakota, use the certificate-of-withdrawal process under N.D.C.C. § 10-19.1-140. The current statutory withdrawal fee is $20 under § 10-19.1-147(23).

☐ Review tax registrations, licenses, permits, trade-name filings, and industry-specific approvals separately.

SOURCES AND REFERENCES

• North Dakota Secretary of State — Corporation
• North Dakota Secretary of State — FirstStop Forms
• North Dakota Secretary of State — FirstStop Portal
• North Dakota Century Code Chapter 10-19.1
• North Dakota Century Code Chapter 10-01.1