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Our team wants to serve you with quality and efficiency. If you plan to visit our office for assistance, we encourage you to make an appointment by calling (701) 328-2900.

Registration Record UpdatesGo to the FirstStop Portal

You can make updates to your business registration record by filing amendments through the FirstStop Portal. Fees for amendments are provided on the appropriate Business Structures pages.


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Annual Report

Most businesses in North Dakota must file an annual report with the Office of the Secretary of State to stay in good standing. An annual report provides information about business activities and current operations, and does not require you to provide financial statements. The report involves updating your business mailing address, business activities, and stakeholders. Farm/ranch and authorized livestock farm corporations and LLCs also need to include shares/membership interests and owned or leased land used.   

 

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The annual report is a simple filing and you can complete it yourself through the FirstStop Portal. If your organization receives a letter from another party offering to assist you with filing annual reports and is asking for large fees and expressing a sense of urgency, BE SKEPTICAL. Read the fine print to avoid filing using third parties who appear to act on behalf of the ND Secretary of State.

Additional information about annual report filings is provided below. Fees and information specific to different business types can be found in Business Structures.

Sole proprietorships and general partnerships do not need to file annual reports. 

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Annual Report Deadlines

Annual Report Deadlines

Annual reports must be received on or before the deadline or incur a late filing fee. For a new business, the first annual report is due in the year following the calendar year in which the business was first registered.

March 31

  • Limited Partnership (LP)
  • Limited Liability Partnership (LLP)
  • Limited Liability Limited Partnership (LLLP)
  • Professional Limited Liability Partnership (PLLP)
  • Cooperative

April 15

  • Farming or Ranching Limited Liability Company
  • Authorized Livestock Farm Limited Liability Company (ALF LLC)
  • Farming or Ranching Corporation
  • Authorized Livestock Corporation (ALF Corporation)

May 15

  • Business Corporation (Foreign)
  • Professional Corporation (Foreign)

August 1

  • Business Corporation (Domestic)
  • Professional Corporation (Domestic)

November 15

  • Limited Liability Company (LLC)
  • Professional Limited Liability Company (PLLC)
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Failure to File Annual Report

Failure to File Annual Report

If a business fails to file its annual report it will be placed into Not Good Standing status with the Secretary of State. This may have an impact on a business’ ability to work with lenders, investors, and vendors as many require a Certificate of Good Standing before doing business with any company. It may also hinder expansion into other states that require a good standing status. It is important that businesses remain compliant with the laws of North Dakota to transact business here. 

Typically, a business will be involuntarily terminated if it does not file its past-due annual report within 6 to 12 months of the date it is placed into Not Good Standing status. In the case of a foreign business, the authority to transact business in North Dakota will be revoked.


Reinstatement 

You have 1 year to reinstate your business to Good Standing. If the past-due annual report is not filed within 1 year, the business will be involuntarily dissolved or terminated. In the case of a foreign business, the authority to transact business in North Dakota will be revoked. Contact us for information about reinstatement options.

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Registered Agent

Corporations, LLCs, and partnerships (except for general partnerships) must maintain a North Dakota registered agent that has a physical address in North Dakota. Cooperatives may elect to have a registered agent but if they choose not to, they must maintain a principal office address in North Dakota.

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Appointing a New Registered Agent

Appointing a New Registered Agent

If your registered agent resigns or no longer has a business registration in North Dakota, you must appoint a new registered agent. If you do not appoint a new registered agent within the necessary time periods, further action will be taken by the Secretary of State, which may lead to your business being placed in Not Good Standing or being involuntarily dissolved or terminated. In the case of a foreign entity, your authority may be revoked.

Find information on selecting a Registered Agent.

Fee: 

  • Registered Agent/Office Change - $10
    • Note: this fee is per entity when an agent is a noncommercial agent.
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Trade Names & Fictitious Partnership Names

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Maintaining a Name

Renew a Name

Trade Name and Fictitious Partnership Name Registrations expire every 5 years. You must inform the Secretary of State of any addresses changes that occur during the 5 year registration period.

Fees: 

  • Trade Name Renewal - $25
  • Fictitious Partnership Name Renewal - $25

Cancel a Name

To cancel a trade name or fictitious partnership name you need to file the appropriate cancellation form in the FirstStop Portal

Fees: 

  • Trade Name Cancellation - $10
  • Fictitious Partnership Name Cancellation - $10
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Assign Name or Grant Consent to Use Name

Assign Name or Grant Consent to Use Name

Trade Name

As the registrant of the trade name you can:

  • Grant consent to use of name to a new person or business by completing the Consent to Use Business Name form
  • Assign the trade name to a new person or business

Naming guidelines for different business types can be found in Business Structures.

Transferring a trade name does not extend the 5 year expiration date. It gives ownership to the new owner for the remaining registration period.

Fee: 

  • Consent to Use Business Name - $10
  • Assignment - $25

Fictitious Partnership Name

As the registrant of the fictitious partnership name you can grant consent to use the name to a new partnership or business by completing the Consent to Use Business Name form.

Naming guidelines for partnerships can be found on the Partnership page.

Fee: 

  • Consent to Use Business Name - $10
  • Assignment - $25
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Verification Requests

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Business Ownership Verification

Business Ownership Verification 

Business Registration - does not document the ownership of a business . Requirements for filing a business registration include listing incorporators, organizers, and general partners, but these individuals may not necessarily be the owners. 

Trade Names - trade names do ask for an owner, but if it is not an individual it may not reflect the ultimate owner of the business. Additionally, an individual business owner operating as a sole proprietorship under their personal name is not required to register with the Secretary of State.

Annual Report - lists information about officers, directors, managers, governors, and/or general partners, but there is no requirement to name owners specifically. The shareholders for a professional corporation, farm/ranch corporation, or authorized livestock farm corporation will be reflected on an annual report filed with the Secretary of State. In a business corporation, the annual report will only reflect the officers and directors.

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Business Registration Verification

Business Registration Verification

You may search for businesses to determine if they are active or in Good Standing using the FirstStop Portal Business Search. To obtain a: 

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Business Dissolution/Termination

Consultation with an attorney, tax professional, or business advisor is recommended to ensure appropriate consideration of all the legal implications when dissolving, terminating, or withdrawing your business registration.

Fees are listed on the appropriate Business Structures page.

 


Disclaimer: Content provided on this website is for informational purposes and not intended as advice. Consultation with legal, tax, and/or business professionals is recommended to ensure appropriate consideration of the implications of your decisions.