The Complete Guide to Starting a North Dakota LLC
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Are you a sole proprietor or small business owner evaluating which state is best to form your single-member LLC? Read this article for a complete guide to forming a North Dakota LLC.
As a small business owner or sole proprietor, you may be considering forming a limited liability company (LLC) to protect your personal assets and limit your liability. An LLC is a popular business structure that combines the liability protection of a corporation with the tax benefits of a partnership. If you’re considering forming an LLC in North Dakota, this guide will provide you with all of the information you need to get started.
What is an LLC?
A limited liability company, or LLC, is a type of business structure that combines the liability protection of a corporation with the tax benefits of a partnership. In an LLC, the owners are called members, and they are not personally liable for the debts and liabilities of the company. Instead, the company’s debts are the responsibility of the LLC itself.
What is a North Dakota single-member LLC?
A North Dakota single-member LLC is an LLC that only has one owner. In North Dakota, single-member LLCs are taxed as sole proprietorships for federal income tax purposes, which means that the LLC’s income and expenses are reported on the owner’s personal tax return.
What is a North Dakota multi-member LLC?
A North Dakota multi-member LLC is an LLC that has more than one owner. InNorth Dakota, multi-member LLCs are taxed as partnerships for federal income tax purposes, which means that the LLC’s income and expenses are reported on a separate tax return for the LLC.
Why is North Dakota a good state to form an LLC?
North Dakota is a great state to form an LLC for several reasons. For one, North Dakota has a business-friendly environment, with low taxes and a low cost of living. Additionally, North Dakota offers a number of incentives for businesses, such as tax breaks for research and development, and a highly educated workforce. Finally, North Dakota’s legal system is known for being fair and efficient, which can be beneficial for businesses in the long run.
North Dakota LLC Benefits
North Dakota is a great state to form an LLC, and the benefits of doing so are numerous. In this section, we’ll take a closer look at each of the benefits listed above and explain why they make North Dakota an ideal location for your LLC.
Limited liability protection for members
One of the primary benefits of forming an LLC is limited liability protection. In North Dakota, LLC members are not personally liable for the debts and liabilities of the business. This means that if the LLC incurs debts or is sued, the member’s personal assets are protected. This protection extends to all members of the LLC, whether it is a single-member or multi-member LLC.
Another significant benefit of forming an LLC in North Dakota is pass-through taxation. This means that the LLC’s profits and losses are passed through to the members, who then report them on their personal tax returns. This avoids the double taxation that is often associated with corporations.
Flexibility in management structure
North Dakota LLCs offer flexibility in management structure, which can be beneficial for businesses of all sizes. LLCs can be managed by the members themselves, or they can appoint managers to handle the day-to-day operations of the business. This allows LLCs to operate in a way that best suits their needs.
No residency requirements for members or managers
In North Dakota, there are no residency requirements for LLC members or managers. This means that you can form an LLC in North Dakota even if you don’t live in the state. This can be advantageous for businesses that operate in multiple states or have members who live in different parts of the country. It also allows for greater flexibility in choosing the members and managers of the LLC.
No requirements for annual meetings or annual reports
Unlike corporations, which are required to hold annual meetings and file annual reports with the state, LLCs in North Dakota have no such requirements. This can save time and money for LLCs, as they are not required to hold meetings or file reports unless their Operating Agreement specifies otherwise.
Protection of personal assets from business debts and liabilities
As previously mentioned, LLCs in North Dakota provide limited liability protection for their members. This means that if the LLC is sued or incurs debts, the member’s personal assets are protected. This protection extends to all members of the LLC, regardless of their level of involvement in the business.
No franchise tax in North Dakota
North Dakota is one of the few states that does not impose a franchise tax on LLCs. Franchise taxes are typically imposed on corporations and can be a significant expense. However, LLCs in North Dakota are not subject to this tax, which can result in significant cost savings for businesses.
Low filing fees
The filing fees for forming an LLC in North Dakota are relatively low compared to other states. The fee for filing Articles of Organization with the North Dakota Secretary of State is $135. This can be a significant cost savings for small businesses and sole proprietors who are just starting out.
Starting an LLC in North Dakota offers numerous benefits for business owners. From limited liability protection and pass-through taxation and low filing fees, North Dakota LLCs provide advantages that help businesses succeed. Additionally, the lack of residency requirements for members or managers, and no requirement for annual meetings or annual reports. Also, there’s no franchise tax in North Dakota make it an ideal location to form an LLC. Overall, if you’re considering forming an LLC, North Dakota is a state to consider due to the many benefits. These benefits help protect your personal assets, minimize your tax burden, and operate your business in the best way. With its business-friendly environment and low costs, North Dakota is an excellent choice for entrepreneurs looking to start an LLC.
North Dakota LLC Cost
|Articles of Organization
|Filing fee to create LLC with North Dakota Secretary of State
|Optional reservation of LLC name prior to filing Articles of Organization
|Individual or company designated to receive legal documents on behalf of LLC
|Document outlining ownership and operating procedures of LLC (optional but recommended)
|Business License and/or Permits
|Varies by city/county and industry
|Report to update North Dakota Secretary of State with LLC’s current contact and ownership information
|State Taxes and Fees
|Annual fee for doing business in North Dakota
|Fee for designated individual or company to receive legal documents on behalf of LLC
Note that the fees and costs listed may vary depending on the specific circumstances and requirements of your LLC,so it’s important to check with the North Dakota Secretary of State and other relevant agencies for the most up-to-date and accurate information.
Starting a North Dakota LLC, Step by Step
Starting an LLC in North Dakota is a relatively easy and straightforward process that involves several steps. By following these steps, you can successfully set up your LLC and begin operating your business.
Step 1: Pick a name for your LLC
When choosing a name for your LLC, it’s important to select a name that is unique. Also, it’s important to select one that’s and not already in use by another business in North Dakota. The name must also include the words “limited liability company” or the abbreviation “LLC.” This will help distinguish your business from others. Also, it ensures that your LLC is easily identifiable by potential customers and clients.
Before using your chosen name, you should verify that it’s available by conducting a search on the North Dakota Secretary of State’s website. If you find that your desired business name is already taken, you’ll need to choose a different name. Once you’ve found an available name, you can reserve it for up to 120 days by filing a Name Reservation application with the North Dakota Secretary of State.
Step 2: Choose a North Dakota registered agent
A registered agent is a person or business that agrees to receive legal documents and other important mail on behalf of your LLC. In North Dakota, your registered agent must have a physical street address in the state and be available during regular business hours. This ensures you receive important documents in a timely manner and that your business is compliant with state laws.
You can choose to be your own registered agent, or you can hire a registered agent service to act as your agent. However, you can only choose to be your own registered agent if you have an address in North Dakota. In addition, if you choose to be your own registered agent your name and address will become part of the public record. This means that anyone can access your personal information, which may not be desirable for privacy reasons.
Hiring a registered agent service is the best option. If you don’t have a physical address in North Dakota it is the only option. Registered agent services typically charge a fee. However, they can provide valuable benefits such as mail forwarding, document scanning, and compliance monitoring.
Step 3: Get a North Dakota Business License
Depending on the type of business you plan to operate, you may need to obtain a North Dakota business license. The specific requirements for a business license vary depending on the industry and location of your business. You can find more information on the North Dakota Department of Commerce website, or by contacting your local city or county government.
It’s important to note that some professions in North Dakota require a professional license in addition to a business license. For example, if you plan to operate a real estate brokerage or provide legal services, you’ll need to obtain a professional license from the appropriate state agency.
Step 4: File a Certificate of Formation
To officially form your LLC in North Dakota, you’ll need to file a Certificate of Formation with the Secretary of State. The Certificate of Formation is a legal document that includes basic information about your business, such as its name, registered agent, and business purpose. You can file the Certificate of Formation online or by mail, and the filing fee is $135.
When preparing the Certificate of Formation, you’ll need to provide the following information:
- The name and address of your LLC
- The name and address of your registered agent
- The purpose of your LLC
- The names and addresses of the LLC’s members (if member-managed)
- The names and addresses of the LLC’s managers (if manager-managed)
Once you’ve filed the Certificate of Formation, the North Dakota Secretary of State will review it to ensure that it meets all legal requirements. If there are any issues with your filing, such as missing information or errors, the Secretary of State will contact you to address them.
Step 5: Get an EIN
An EIN, or Employer Identification Number, is a unique nine-digit number assigned by the IRS to identify your business for tax purposes. You’ll need an EIN if you plan to hire employees, open a business bank account, or file certain tax returns.
You can apply for an EIN online or by mail, and there is no fee to obtain one. To apply online, you’ll need to visit the IRS website and complete the online application. To apply by mail, you’ll need to download and complete Form SS-4 and mail it to the IRS.
Step 6: Create an Operating Agreement
While not required by law, it’s a good idea to create an Operating Agreement for your North Dakota LLC. An Operating Agreement is a legal document that outlines the ownership and management structure of your LLC, as well as the rights and responsibilities of the members. It can also help prevent disputes and protect your personal assets.
The Operating Agreement is a customizable document that can be tailored to fit the specific needs of your LLC. It can include provisions such as:
- The percentage of ownership interest for each member
- How profits and losses will be allocated among members
- The roles and responsibilities of each member
- How voting rights will be distributed
- The process for admitting new members or removing existing members
- The process for dissolving the LLC
By creating an Operating Agreement you establish clear guidelines for how your LLC will operate and how decisions will be made. This can help prevent conflicts and ensure that your LLC runs smoothly.
It’s important to note that while an Operating Agreement is not required by law, it provides significant benefits. Without an Operating Agreement, your LLC will be subject to the default rules and laws. These rules and laws may not suit your specific business needs.
Starting an LLC in North Dakota involves several steps. These steps include selecting a unique name, choosing a registered agent, and obtaining a business license. In addition to filing a Certificate of Formation, obtaining an EIN, and creating an Operating Agreement. By following these steps, you will successfully set up a North Dakota LLC. In addition, you will be able to operate your business in compliance with North Dakota state laws. It’s important to keep in mind that the specific requirements for forming an LLC may vary. This may depend on the type of business you plan to operate and where you plan to operate it. Therefore, it’s a good idea to consult with a business formation service to ensure that you complete all necessary steps and comply with all applicable laws and regulations.
How to Choose a Registered Agent
Choosing a registered agent is an important decision for your LLC. Your registered agent must have a physical address in North Dakota and be available during regular business hours to receive legal documents and other important mail on behalf of your LLC. You can choose an individual or a registered agent service for this role. Consider factors such as availability, reliability, and cost when making your decision.
What needs to be included in a North Dakota State LLC Operating Agreement
While not required by law, an Operating Agreement is a crucial document for your North Dakota LLC. It should include details such as the ownership and management structure of your LLC, the rights and responsibilities of the members, how profits and losses will be allocated, and how the LLC will be dissolved if necessary. It can also address other important issues, such as how to handle disputes and how to admit new members.
A North Dakota LLC Operating Agreement should include:
- The ownership and management structure of your LLC
- The rights and responsibilities of the members
- How profits and losses will be allocated
- How the LLC will be dissolved if necessary
- How to handle disputes among members
- How to admit new members
- How to vote and make major decisions
- Rules for holding meetings and taking minutes
- How to handle transfers of ownership interests
- Any restrictions on member activities
- Any other important issues specific to your LLC
What needs to be included in a North Dakota State Articles of Organization
The Articles of Organization is the legal document that officially forms your North Dakota LLC.
A North Dakota LLC Articles of Organization should include:
- The name of your LLC
- The name and address of your registered agent
- The purpose of your LLC, which can be a general or specific business purpose
- The management structure of your LLC, such as member-managed or manager-managed
- The names and addresses of the initial members of your LLC
- The duration of your LLC, whether it is perpetual or has a specific end date
- Any other provisions that you wish to include, such as restrictions on member activities or special voting requirements.
Articles of Organization vs Operating Agreement:
Both the Articles of Organization and the Operating Agreement are important legal documents for your North Dakota LLC. However, they serve different purposes. The Articles of Organization is the official document that forms your LLC and is filed with the Secretary of State. The Operating Agreement, on the other hand, is an internal document that outlines the ownership and management structure of your LLC. It is not filed with the state. The Articles of Organization is required by law. An Operating Agreement is not. However, it’s highly recommended to have one in place to help prevent disputes and protect your personal assets.
Do I need a new EIN to convert to an LLC from a sole proprietorship?
Yes, if you are converting from a sole proprietorship to an LLC, you will need to obtain a new EIN from the IRS. This is because an LLC is treated as a separate entity for tax purposes, even if it only has one member. You can apply for a new EIN online or by mail, and it’s free of charge.
Do I need to open a new business bank account if I convert to an LLC from a sole proprietorship?
Yes, it’s a good idea to open a new business bank account if you convert from a sole proprietorship to an LLC. This will help keep your personal and business finances separate and make it easier to manage your bookkeeping and taxes. You’ll need to provide the bank with your LLC’s EIN. In addition, a copy of your Articles of Organization, as well as any other documentation the bank requires.
Forming a North Dakota LLC can be a great way to protect your personal assets and limit your liability as a small business owner or sole proprietor. By following the steps outlined in this guide, you can start your North Dakota LLC with confidence and take advantage of the many state benefits. Remember to take the time to carefully choose your registered agent, create an Operating Agreement, and file your Articles of Organization accurately to ensure a smooth and successful LLC formation process.
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