1. Choose a Name for Your North Dakota Corporation
Check on Available Names in North Dakota: Before you can incorporate your small business in the state of North Dakota, you need to choose a name for your corporation that is unique and not in use by another corporation. You should search online and other records to make sure that the name that you have chosen is not in use by another corporation. You can start by searching a database of registered corporations in the state of North Dakota online at North Dakota Corporation.
Reserve a Corporate Name: Although it is not a requirement to reserve a corporate name before you file Articles of Incorporation in North Dakota, if you are not planning to file right away and you want to reserve a particular name until the time that you do file, you can submit a name reservation application to the office of the North Dakota Secretary of State. You can find the application form online at Reserve a North Dakota Corporation. There will be a $10.00 fee and the corporate name that you choose will be reserved for twelve months.
Filing Trademarks and Doing a Corporate Name Search: Although the corporate name that you choose may be available in the state of North Dakota, you should recognize that a corporation in another state might be using the same name. There may be some restrictions on how you use the corporate name that you have chosen. If you consult an attorney, you can find out what these restrictions are and how you can take steps to trademark the corporate name that you have chosen.
North Dakota Corporate Name Requirements: When you are choosing a corporate name, keep in mind that in the state of North Dakota corporate names need to include the word “corporation,” “incorporated,” “limited,” “company” or an abbreviation of one of these words.
2. Find a Registered Agent in North Dakota
Once you have chosen a corporate name, you will also need to choose a registered agent for your corporation. The registered agent that you choose will act as an agent for service of process and will receive all legal and tax documents for the corporation. You can choose an adult resident of North Dakota or a corporation as your registered agent, but your corporation cannot act as its own registered agent. You can find lists of registered agent services online at Register a North Dakota Corporation.
3. File Articles of Incorporation with the North Dakota Secretary of State
Minimum Requirements: You need to file Articles of Incorporation with the North Dakota Secretary of State when you are ready to incorporate your small business. You can find a form for this document online at File a North Dakota Corporation. The Articles of Incorporation that you create for your corporation needs to include the name and purpose of your corporation, the name and address of your registered agent, the number of shares authorized by your corporation, and the name and address of each incorporator. All of the incorporators need to sign the Articles of Incorporation before you submit the document to the Secretary of State.
Other North Dakota Legal Provisions: In your Articles of Incorporation you may include additional provisions along with the minimum requirements listed above. It is best to consult an attorney when you are deciding which additional provisions to include. An attorney will help you to include the additional legal provisions that are relevant and most beneficial to your corporation.
Where to Submit Form: You should submit your signed Articles of Incorporation document to the Business Division, Secretary of State, State of North Dakota, 600 E Boulevard Ave Dept. 108, Bismarck ND 58505-0500.
Filing Fee: The filing fee for Articles of Incorporation in North Dakota is $100.00.
4. Create Other North Dakota Incorporation Documents (Corporate Kits)
After you file Articles of Incorporation to incorporate your small business, you can take other actions in your corporation such as appointing officers and directors, adopting corporation bylaws, issuing stock certificates, obtaining a tax ID number, and acquiring a business license. You may also want to create other types of corporate documents like buy-sell agreements, shareholders agreements that determine when stock can be sold, and documents that describe what happens if an owner decides to leave the company. These types of corporate documents may be very useful to your corporation, especially if your corporation has multiple owners. An attorney can help draft these documents so that they comply with all legal requirements. There are also corporate service companies that can help you to draft these important corporate documents.
5. Qualify Your North Dakota Corporation to Do Business in Other States
To do business in another state, you will need to qualify your corporation to do business there. If the main office of your corporation is located in another state, you will need to qualify your corporation to do business there and you will probably need to pay taxes in your home state. You can learn about how to qualify your corporation to do business in other states online at Doing Business in other states.
6. Make Annual Filings and Pay Annual Fees and Taxes in North Dakota
North Dakota requires corporations to file an annual report. The information required on this report can be found online at North Dakota Corporation Set Up. The filing fee for this report is $25.00 if the report is postmarked before August 1st. The fee is $45.00 for reports postmarked after August 1st but before November 1st, and $85.00 for reports postmarked later than November 1st. You can generate a form for this report online at North Dakota Corporation Fee.
When your corporation is registered in North Dakota, your corporation will be subject to North Dakota state income taxes. You need to file a corporate income tax form with the state and pay income taxes every year. To learn about the corporate tax in North Dakota and download tax forms, visit the official website of the North Dakota Tax Department at North Dakota Corporation Tax. It is recommended that you have a professional accountant prepare your tax documents so that you avoid mistakes in the preparation of your tax documents that could cost you extra taxes.
You face many decisions when you are incorporating your small business. These decisions can be complex, especially if your corporation has multiple owners. If you consult an attorney and an accountant during the incorporation process, you can feel more confident that the paperwork for your corporation is being prepared correctly.
This article is for informational purposes and does not constitute legal, financial or tax advice. This information is derived from various sources and should not be relied on as an official source of information. All information should be independently verified. You should consult a legal or accounting professional before incorporating your business.
Disclaimer: This site is for informational purposes only and does not constitute legal, financial or tax advise. The information on this site should not be relied upon as an official source of information and should be independently verified.