Foreign Qualification Application
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.
| Name | Role or Title | Address |
|---|---|---|
| [________________________________] | [________________________________] | [________________________________] |
| [________________________________] | [________________________________] | [________________________________] |
| [________________________________] | [________________________________] | [________________________________] |
| [________________________________] | [________________________________] | [________________________________] |
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
About This Template
Corporate documents govern how a company makes decisions, records them, and handles disputes between owners, directors, and officers. Proper corporate paperwork is what lets a business take advantage of limited liability, pass clean audits, and survive an acquisition or investor review. Skipping formalities like written resolutions and signed consents is one of the fastest ways for a business owner to lose personal asset protection.
Important Notice
This template is provided for informational purposes. It is not legal advice. We recommend having an attorney review any legal document before signing, especially for high-value or complex matters.
Last updated: July 2026
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