North Dakota

ND adopted the Model Registered Agents Act (N.D.C.C. ch. 10-01.1) covering all entities. An agent may be commercial (listed with the SoS, $1,000 listing fee) or noncommercial; either must be an individual residing in ND or a domestic or foreign corporationDomestic / foreignRelative to one state's records: an entity is domestic in the state that formed it and foreign everywhere else it registers to do business.Read the full entry → or LLC. The registered office is simply the agent's in-state address and need not be the entity's place of business.

Consent required: yes.

The Secretary of State is the agent for service when an entity that filed a registered agent filing no longer has one, when the agent (or a governor or responsible person) cannot with reasonable diligence be served, when a domestic entity has been dissolved, or when a foreign entity does business without a certificate of authorityCertificate of authorityPermission for an entity formed in one state to do business in another - the 'foreign' registration.Read the full entry →. Service on the SoS requires a sheriff's return or non-party affidavit, three copies, and the $25 fee; the SoS forwards by registered mail. Process may also be served directly on any governor or any responsible person at the registered or principal executive office.

• Administrative DissolutionRevocation / administrative dissolutionThe state involuntarily ending an entity's authority to do business - for missed annual reports, a lapsed registered agent, or unpaid fees.Read the full entry →. A corporation may be involuntarily dissolved by the Secretary of State for failing to appoint and maintain a registered agent and registered office, after not less than 60 days mailed notice and failure to cure; on expiration of the 60 days the corporation's existence ceases. LLC parallel: involuntary termination under § 10-32.1-90(1)(a)(1)(b).
• Revocation Foreign. A foreign corporation's certificate of authority may be revoked for failure to appoint and maintain a registered agent and registered office, after 60 days notice and failure to cure; its authority to transact business then ceases. Foreign LLC parallel: § 10-32.1-90(2)(a)(1)(b).
• ReinstatementReinstatementRestoring an entity the state revoked or administratively dissolved for missed filings - typically back-filing reports, paying accrued fees and penalties, and filing an application.Read the full entry → Fee. After involuntary dissolution of a corporation (or revocation of a foreign corporation's authority), reinstatement requires the past-due annual report, all filing and late fees, and a reinstatement fee of $135, within one year. The LLC schedule carries the same $135 reinstatement fee.
• Other. Cure and freeze pending restoration: after an RA-failure notice, the entity is restored to good standingGood standingThe state's verdict that an entity exists and is current on required filings and fees.Read the full entry → by filing a report of change with the fee; until restored, the Secretary of State will not accept any filing for the entity except those incident to dissolution or withdrawal.

Filing officeFiling officeThe agency that keeps the business register.Read the full entry →

North Dakota Secretary of State (FirstStop online portal)

State fee

$25 original trade nameDBA / fictitious nameA name a business operates under that is not its legal name - 'doing business as.' Also: assumed name, trade name, fictitious business name.Read the full entry → registration; $25 assignment; $25 amendment/name change; $10 consent to use similar name

Term

5 years from date of original registration (N.D.C.C. 47-25-04)

Renewal

Renewable within 90 days before expiration by reregistering in the same manner as an original registration ($25); SOS must notify registrant at least 90 days before expiration

Publication

Not required. None

Online filing

Available

The regime

North Dakota is a statewide, secretary of state regime with two halves: a person or organization may not engage in business under a trade name until the trade name is registered with the secretary of state (ch. 47-25), and partnerships transacting business under a fictitious name instead file a fictitious name certificate with the secretary of state under ch. 45-11.

Where it is filed

Secretary of state for both filings: trade name registrations under ch. 47-25 and fictitious partnership name certificates under ch. 45-11. Both may be filed by electronic communication.

Term and renewal

A trade name registration remains in force for five years and may be renewed within 90 days before expiration; the secretary of state must send notice at least 90 days before expiration. A fictitious partnership name certificate must likewise be renewed every five years, and is canceled if the renewal is not filed when due.

Name restrictions

A trade name must be in English/ASCII characters; may not contain 'company,' 'corporation,' 'incorporated,' 'limited,' 'limited liability company,' 'limited partnership,' 'limited liability partnership,' or 'limited liability limited partnership' (or abbreviations) unless the owner is that kind of entity; must be distinguishable on the secretary of state's records from reserved or registered names (corporate, LLC, trade, fictitious partnership, LP, LLP, LLLP, trademark or service mark) absent the holder's written consent plus a $10 fee; and a franchise trade name requires the franchiser's written consent.

Assumed names for registered entities

Entity-side assumed names run through the same ch. 47-25 trade name registry: a corporation 'may conduct all or part of its business under one or more trade names as provided in chapter 47-25,' and a foreign corporation applying for a certificate of authority under a name different from its home-jurisdiction name must register that name as a trade name under ch. 47-25. Registered trade names and fictitious partnership names are also protected name classes that block indistinguishable corporate names at formation (§ 10-19.1-13).

Penalties

Partners doing business under an unfiled fictitious name 'may not maintain an action on, or an account of, any contracts made or transactions had in their partnership name in any court of this state until they have filed the certificate'; compliance at any time restores the right to sue on pre-compliance contracts.
Any person violating any provision of the fictitious partnership name chapter for which another penalty is not specifically set forth is guilty of a class A misdemeanor.
The secretary of state cancels trade name registrations on court findings of abandonment, non-ownership, improper or fraudulent grant, or confusing similarity, and may cancel for material misrepresentation after 30 days' notice; entity registrants that cease to exist for six months are also canceled.

Official source

ndlegis.gov/cencode/t47c25.pdf↗ (opens the official source)

What it is called

None (no franchise taxFranchise taxA recurring tax on the privilege of existing as an entity in a state - not a tax on franchising a business.Read the full entry →). Corporate income tax (net-income) is the only entity-level tax, N.D.C.C. ch. 57-38.

Administering agency

ND Office of State Tax Commissioner (tax.nd.gov) administers ch. 57-38 corporate income tax; nothing franchise-like at the SOS beyond the annual report fee (already in fees block).

Corporation minimum

not recorded separately

How it is computed

NO franchise/privilege/excise/margin/capital/gross-receipts tax for LLCs or corporations. The historical 'Business and corporation privilege tax' (N.D.C.C. 57-38-66) was REPEALED by S.L. 1979, ch. 612, sec. 3 (verified in official ndlegis.gov chapter PDF). The only entity-level recurring tax is the CORPORATE INCOME TAX (a net-income tax, not a franchise tax), N.D.C.C. 57-38-30: graduated on ND taxable income - 1.41% on first $25,000; $352.50 + 3.55% of amount over $25,000 up to $50,000; $1,240 + 4.31% of amount over $50,000. NO statutory minimum, no cap; zero income = zero tax. Form 40 due April 15 (fiscal filers: 15th day of 4th month after year-end). Optional water's-edge apportionment election adds a 3.5% surtax. LLCs taxed as partnerships/S corps pay NO entity-level tax (Form 58/60 information returns due April 15; nonresident-owner withholding at top individual rate 2.50% on distributive shares > $1,000 is owner-level tax, not an entity tax); an LLC electing C-corp treatment pays the 57-38-30 corporate income tax. No statewide general business license or gross-receipts minimum functions as a franchise-tax analog.