How to Form a Corporation in North Dakota

Quick Answer

Forming a corporation in North Dakota requires filing Articles of Incorporation with the North Dakota Secretary of State. As of April 2026, contact the Secretary of State for current filing fees and processing times. North Dakota corporations must maintain a registered agent and comply with ongoing reporting requirements.

Step-by-Step Formation Process

1. Choose a Corporate Name

   • Ensure your name includes “Corporation,” “Corp.,” “Incorporated,” or “Inc.”
   • Search the North Dakota Secretary of State’s business database to verify name availability
   • Consider reserving your name for 120 days if needed

2. Appoint a Registered Agent

   • Select an individual or business entity with a North Dakota address
   • The registered agent must be available during normal business hours to receive legal documents

3. Prepare Articles of Incorporation

   • Complete the official Articles of Incorporation form
   • Include corporate name, registered agent information, number of authorized shares, and incorporator details

4. File with the Secretary of State

   • Submit Articles of Incorporation online through the North Dakota Secretary of State portal or by mail
   • Include the required filing fee (contact the Secretary of State for current amounts)

5. Obtain Federal EIN

   • Apply for an Employer Identification Number through the IRS website
   • This is required for tax purposes and opening business bank accounts

6. Create Corporate Bylaws

   • Draft internal governing documents outlining corporate procedures
   • While not filed with the state, bylaws are essential for corporate governance

7. Hold Initial Board Meeting

   • Elect officers, adopt bylaws, and issue initial stock certificates
   • Document these actions in corporate minutes

8. Obtain Necessary Licenses and Permits

   • Research industry-specific licensing requirements
   • Apply for state and local business licenses as needed

Costs Breakdown

Contact the North Dakota Secretary of State for current filing fees and costs, as these change periodically. Typical expenses include:

Fee Type	Cost	Notes
Articles of Incorporation	Contact SOS	Required state filing fee
Name Reservation	Contact SOS	Optional, holds name for 120 days
Registered Agent Service	$100-300/year	If hiring third-party service
Federal EIN	Free	Apply directly with IRS
Corporate Kit	$50-150	Optional organizational materials

Additional costs may include attorney fees, accounting services, and industry-specific licensing fees.

Requirements Checklist

Before filing your Articles of Incorporation, ensure you have:

• Chosen an available corporate name ending with appropriate designator
• Selected a registered agent with North Dakota address
• Determined authorized share structure and par value
• Identified initial incorporator(s)
• Prepared registered office address
• Planned initial corporate structure (directors, officers)
• Researched industry-specific licensing requirements
• Considered professional consultation for complex situations

Tax Implications

As of April 2026, North Dakota corporations face the following tax considerations:

State Income Tax: North Dakota imposes corporate income tax at rates of 1.1-2.9% on net income. The exact rate depends on income levels and may be subject to additional factors.

Federal Income Tax: C-corporations pay federal corporate income tax on profits, with shareholders potentially facing double taxation on distributed dividends.

Sales Tax: North Dakota has a base sales tax rate of 5.0%, though local jurisdictions may impose additional taxes.

Franchise Tax: North Dakota does not impose a franchise tax on corporations.

Employment Taxes: If you have employees, you’ll need to withhold and pay state and federal employment taxes.

Consult a tax professional to understand your specific obligations and potential tax planning strategies.

Ongoing Obligations

North Dakota corporations must maintain compliance through various ongoing requirements:

Annual Reports: File annual reports with the North Dakota Secretary of State. Contact the Secretary of State for current filing deadlines and fees.

Tax Filings: Submit federal and state income tax returns annually, with quarterly estimated payments if required.

Corporate Records: Maintain corporate books, meeting minutes, and stock records at the registered office or principal place of business.

Registered Agent: Continuously maintain a registered agent with a North Dakota address.

Business Licenses: Renew industry-specific licenses and permits as required.

Corporate Governance: Hold annual shareholder meetings and regular board meetings as outlined in your bylaws.

Registered Agent

Every North Dakota corporation must maintain a registered agent with a physical address in the state. The registered agent serves legal documents and official correspondence on behalf of the corporation.

Requirements:

• Must have a North Dakota street address (no P.O. boxes)
• Available during normal business hours
• Can be an individual resident or authorized business entity

Options:

• Serve as your own registered agent if you have a North Dakota address
• Appoint an officer, director, or employee
• Hire a professional registered agent service for privacy and reliability

Professional services typically charge $100-300 annually and provide additional benefits like compliance monitoring and document forwarding.

Common Mistakes to Avoid

1. Inadequate Name Research: Failing to thoroughly search for name conflicts or trademark issues before filing
2. Improper Share Structure: Not carefully considering authorized shares, par value, and different share classes
3. Registered Agent Problems: Choosing an unreliable registered agent or failing to update agent information when changes occur
4. Missing Corporate Formalities: Failing to hold required meetings, maintain minutes, or follow corporate procedures
5. Tax Election Delays: Not timely filing S-corporation elections if desired for tax purposes
6. Incomplete Record-Keeping: Poor documentation of corporate actions, stock issuances, and financial transactions
7. Compliance Oversights: Missing annual report deadlines or failing to maintain required business licenses

Related Guides

• How to Form Corporation in North Carolina: 2026 Guide
• How to Form Corporation in South Dakota 2026 - Step Guide
• How to Form C-Corp in North Dakota: 2026 Filing Guide
• How to Form LLC in North Dakota: 2026 Step-by-Step Guide
• How to Form Corporation in Massachusetts: 2026 Guide

FAQ

What is the minimum number of directors required for a North Dakota corporation?

North Dakota law requires at least one director for corporations. However, if the corporation has two or more shareholders, it must have at least two directors. If there are three or more shareholders, at least three directors are required.

Can I be my own registered agent in North Dakota?

Yes, you can serve as your own registered agent if you have a physical address in North Dakota and are available during normal business hours to receive legal documents. Many business owners choose professional services for privacy and reliability.

How long does it take to form a corporation in North Dakota?

Processing times vary depending on filing method and current workload. Contact the North Dakota Secretary of State for current processing times for both standard and expedited filings.

Do I need an attorney to form a corporation in North Dakota?

While not legally required, consulting an attorney is advisable for complex situations or if you’re unfamiliar with corporate law. Many straightforward incorporations can be completed without legal assistance.

What’s the difference between authorized and issued shares?

Authorized shares are the maximum number of shares your corporation can issue as specified in the Articles of Incorporation. Issued shares are the actual number of shares distributed to shareholders, which cannot exceed authorized shares.

Can a North Dakota corporation have only one owner?

Yes, North Dakota allows single-shareholder corporations. One person can serve as the sole shareholder, director, and officer, though proper corporate formalities must still be maintained.

What happens if I don’t file my annual report on time?

Failure to file required annual reports can result in penalties, late fees, and potential administrative dissolution of your corporation. Contact the Secretary of State immediately if you’ve missed a deadline to discuss reinstatement procedures.

Can I change my corporate name after incorporation?

Yes, you can change your corporate name by filing Articles of Amendment with the North Dakota Secretary of State. The new name must be available and meet state requirements for corporate names.

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Disclaimer: This information is provided for educational purposes only and should not be considered legal or tax advice. Business formation requirements and fees change periodically. Consult with an attorney, accountant, or other qualified professional for advice specific to your situation and to verify current requirements with the North Dakota Secretary of State.