ND Foreign Corporation – Certificate of Authority

If you incorporated in another state or jurisdiction, you can still do business in North Dakota by registering as a foreign corporation. In order to do this, you’ll need to file a Certificate of Authority Foreign Corporation Application with the ND Secretary of State. The state filing fee is $145. Registering your foreign corporation in North Dakota requires a few things:

1. Choosing an available name for your foreign corporation
2. Getting a Certificate of Good Standing from your home jurisdiction
3. Appointing a North Dakota Registered Agent
4. Filing a Certificate of Authority Foreign Corporation Application

The process of incorporating in North Dakota is different from registering a foreign corporation. If you want to form a new corporation in ND, check our page on how to incorporate in North Dakota

Do I have to register a foreign corporation in North Dakota?

If you’re doing business in North Dakota, you will need to register your company as a foreign corporation. NDCC 10-32. 1-82 makes it clear that “doing business” includes:

• Owning income-producing property in ND
• Hiring employees in North Dakota
• Collecting sales tax
• Applying for a license or permit from the state

State law also lists business activities that do not count as doing business in the state. These include having an account with a state financial institution, holding a shareholder’s meetings, and online sales.

Why register a foreign corporation in North Dakota? For the last two years (2023 and 2024), Forbes Advisor has ranked North Dakota as the #1 state to start a business. The filing fee to register your foreign corporation is low ($145), and the state’s large workforce makes it an appealing choice for business owners looking to expand their company’s reach.

North Dakota Registered Agent™ Out-of-State Business Registration Service

You want to expand your business to North Dakota, but the process requires more than just filing an application with the state. Our local agents know the registration process like the back of their hand and will make the process of registering your foreign corporation in ND as easy as possible.

When you order our Out-of-State Business Registration, we submit your Certificate of Authority Foreign Corporation Application to the North Dakota Secretary of State. We’ll list our business address instead of yours to keep your private information off public record. But we do more than just take care of your filing. Our service also includes:

• A secure, online account where you can immediately access all of your important business documents 24/7.
• Our North Dakota Registered Agent Service for an entire year.
• Compliance reminders when your annual report is due.
• Other optional state filings (like your BOI report, EIN application, and DBA registry) you can easily add inside your client portal.
• Lifetime access to our local experts who specialize in both business filings and web support.

Register Your ND Foreign Corporation Now!

How to Register a Foreign Corporation in ND

If you’re ready to expand your corporation to North Dakota, you’ll want to make sure you take care of a few things before your submit your Certificate of Authority application. Our guide below walks you through the process, step by step.

1. Choose a Name for your Foreign Corporation

You may have been doing business with your corporation’s name for a while, but that doesn’t necessarily mean it will be available in North Dakota. If another company is already operating under the name you want, you will need to choose an alternative name for your foreign corporation.

The state makes it easy to check your name’s availability with their online Business Search. If your name is available, it’s all yours. If not, you’ll have to choose a different name. If the name you want is available, but you’re not ready to file your Certificate of Authority Foreign Corporation application, don’t worry! You can reserve it by filing a Business Name Reservation with the Secretary of State’s office. The form costs $10 to file and reserves your name for 12 months. You can renew your reservation at the end of that time period for another $10. This form, as well as all of the other state forms your foreign corporation will need, can be found online in North Dakota’s FirstStop.

2. Get a Certificate of Good Standing

All foreign corporations need a Certificate of Good Standing (sometimes called a Certificate or Existence or Certificate of Status) in order to successfully register in North Dakota. A Certificate of Good Standing is a document from the original state or jurisdiction where you incorporated, letting the ND Secretary of State know that your corporation is still in compliance.

The way to request a Certificate of Good Standing depends on where you originally incorporated, but typically you will request your certificate from the same office that processed your incorporation paperwork. You will need to submit your Certificate of Good Standing with your application. North Dakota requires that the certificate you include was issued no more than 90 days before submitting your application.

What if I can’t get a Certificate of Good Standing?

If you are unable to get a Certificate of Good Standing from your home state, it’s probably because your corporation is not in compliance with state guidelines. Common reasons business owners are denied a Certificate of Good Standing include:

• Failing to submit required annual filings
• Not paying state-required taxes
• Not filing mandatory reports (like an annual report)
• Not correctly incorporating or failing to incorporate

You will need to get your business back in compliance with your home state before you can get a Certificate of Good Standing and register your foreign corporation in North Dakota.

3. Appoint a North Dakota Registered Agent

Whether domestic or foreign, all business entities in North Dakota are required to appoint a North Dakota registered agent. The ND Registered Agents Act allows business to appoint one of the following:

1. A Noncommercial Registered Agent. You can appoint any North Dakota resident, 18 years or older, as your registered agent. This person needs to be available during regular business hours to accept any state notification or service of process on behalf of your foreign corporation.
2. A Commercial Registered Agent. Foreign corporations are also allowed to hire a third party (an individual or another company), as long as they are registered with the Secretary of State. If they are, you should be able to find the person or the company’s name on the state’s list of qualified Commercial Registered Agents. (You’ll find us there!)

Hiring a registered agent service like North Dakota Registered Agent™ not only helps you meet the state’s registered agent requirement, but it also protects your personal privacy. We’ll list our name and address wherever we can on your state paperwork so that your personal information stays off public record.

Registered Agent Service | $49/yr

Can I be my own registered agent in North Dakota?

Unless you’re living in North Dakota and can be available during regular business hours all year at the same address, you can’t be your own registered agent. ND have to be state residents who are available to accept service of process on behalf of your company. 

4. File a Certificate of Authority Foreign Corporation Application

Once you have a name for your foreign corporation, a Certificate of Good Standing from your home state, and a North Dakota Registered agent, you’re ready to begin filling out your Certificate of Authority Foreign Corporation Application. When it’s completed, you will submit it to the ND Secretary of State through their online portal, FirstStop.

It’s free to make an account, and once your inside you’ll have immediate access to all the state forms you need for your foreign corporation. The application requires the following: 

1. Your Certificate of Good Standing and the $145 filing fee
2. What type of corporation is being registered (Foreign Forprofit, Foreign Professional, Foreign Nonprofit)
3. The corporation’s legal name in its home jurisdiction, EIN number, and trade name (optional)
4. The address of corporation’s principal office (in home state)
5. The state or jurisdiction where you originally incorporated, the date of incorporation, duration of your foreign corporation (perpetual or specific), and your corporation’s primary phone number
6. Your North Dakota registered agent’s name and address
7. Your corporation’s business purpose
8. The names and mailing addresses of your corporation’s officers and directors
9. An authorized signature
10. Contact information (in case the state needs to reach out about your application)

It’s important to note that you will not be able to submit your application until you’ve attached a Certificate of Good Standing and pay the filing fee. 

How do I submit my Certificate of Authority Foreign Corporation Application?

The North Dakota Secretary of State accepts filings online through their online portal, FirstStop. You can find the Certificate of Authority Foreign Corporation Application in your account, as well as any other state forms your business may need (like the forms for reserving your company’s name and your annual report).

North Dakota Foreign Corporation FAQs

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

Be prepared for the state to take up to 30 days to approve your application. Once approved, you’ll be able to download your Certificate of Authority directly from your online account.. 

How much does a foreign corporation cost in North Dakota?

The filing fee for the ND Certificate of Authority Foreign Corporation Application is $145. You will pay this fee in FirstStop before your application is submitted.

Does my corporation need a Certificate of Good Standing to register in North Dakota?

Yes. The state will not approve your application if it does not include a Certificate of Good Standing from your home state. If your corporation can’t get one, you will need to make sure you are in compliance with your home state before you can start doing business in ND. 

How are foreign corporations taxed in North Dakota?

All corporations, foreign and domestic, are required to pay the North Dakota Business Corporate Tax. The rates vary (depending on revenue), but there is a minimum fee of $50 for any Corporate tax return.

$0-$25,000	2.1%
$25,001-$50,000	$525 + 5.25% for the amount over $25,000
$50,000+	$1,837.50 + 6.4% for the amount over 50,000

Is there an annual fee for ND foreign corporations?

Yes. On top of the state’s Business Corporation Tax, every foreign corporation in ND is required to file an annual report with the Secretary of State. The report costs $50 to file and is due every year either on or before May 15th. You can find and submit your annual report using FirstStop.

How long is my foreign corporation registered in ND?

If you keep up with your annual report and pay taxes, your foreign corporation will be registered in North Dakota until you decide to withdraw it. Rarely does the state withdraw foreign corporations, but will if your company doesn’t pay taxes, file an annual report, or participates in illegal activity.