North Dakota Foreign LLC – Certificate of Authority
LLCs formed in a different state or jurisdiction can do business in North Dakota by registering as a foreign LLC. You can do this by filing a Certificate of Authority Foreign Limited Liability Company Application with the North Dakota Secretary of State. The state filing fee is $135.
In order to successfully register a foreign LLC in North Dakota, you’ll need to:
- Choose a name for your foreign LLC
- Get a Certificate of Good Standing from your home jurisdiction
- Appoint a North Dakota Registered Agent
- File a Certificate of Authority Foreign LLC Application
Forming a domestic LLC in North Dakota is a different process that requires filing a different form. If you’re interested in starting a new LLC in North Dakota, check out our guide to North Dakota LLC Registration.
Do I have to register a foreign LLC in North Dakota?
You will need to register your company as a foreign LLC if you’re doing business in North Dakota. But what counts as doing business? Frankly—a lot. You may be doing business in North Dakota if you do any of the following in the state:
- Hire ND employees
- Collect sales tax
- Own a shop, store, or office
- Sell a service that requires a license or permit
North Dakota law (§ 10-32.1-82) also includes what doesn’t count as doing business in the state, too. Some of these include holding a shareholder’s meeting in ND, having an account with a ND financial institution, and online sales (for the most part).
North Dakota is a great place to register a new business. In fact, in both 2023 and 2024 North Dakota was ranked #1 by Forbes Advisor as the best state to start a business. Low state fees (only $135 for your application), the state’s high business survival rate (77%), and a large working-age population make it easy to establish and grow your business.
North Dakota Registered Agent™ Out-of-State Business Registration Service
Interested in registering a foreign LLC in North Dakota but don’t want to have to deal with the state paperwork? Our Out-of-State Business Registration Service makes expanding your business into ND easy. We’ll take care of your filing and send you compliance reminders when other state filings are due.
When you order our Out-of-State Business Registration, our local agents submit your Certificate of Authority Foreign LLC 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.
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 LLC Now!
How to Register a Foreign LLC in North Dakota
You’ve decided to register your existing LLC as a foreign LLC in North Dakota, but there are a couple of steps to take before you’re ready to do business in ND:
1. Choose a Name for your Foreign LLC
First thing’s first: make sure your existing LLC’s name is available for use in North Dakota. Unfortunately, just because your name was available in your home state, that doesn’t necessarily mean you’ll be able to use it in North Dakota. Use the state’s online Business Search to see if the name you want is available. If it is, you’re in the clear! If it’s not, you’ll need to search for an alternative name for your foreign LLC that is available.
If the name you’d like is available, but you’re not quite ready to file your Certificate of Authority Foreign LLC Application, you can reserve the name you want for your business by filing a Business Name Reservation with the Secretary of State’s office. The filing fee is $10, and once filed, you will have sole ownership of the name for 12 months. You can find this form, along with all of the other business forms you’ll need, in North Dakota’s FirstStop.
2. Get a Certificate of Good Standing
North Dakota requires a Certificate of Good Standing (sometimes called a Certificate or Existence or Certificate of Status) from the state or jurisdiction where you originally formed your LLC. The way to request a certificate varies from state to state, but generally speaking you will be able to request one from the same authority that formed your LLC.
North Dakota requires a Certificate of Good Standing to be submitted with your Certificate of Authority Foreign LLC Application. The Certificate of Good Standing you submit must be issued within 90 days of applying for your Certificate of Authority.
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 LLC 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 required state fees and/or taxes
- Not correctly forming an LLC with the state
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 a foreign LLC in North Dakota.
3. Appoint a North Dakota Registered Agent
North Dakota’s Registered Agents Act requires all ND business entities, including foreign LLCs, to appoint a North Dakota registered agent. When it comes to appointing a ND registered agent, you have two options:
- Appoint 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 LLC.
- Hire a Commercial Registered Agent. The state allows foreign LLCs to hire a third party (an individual or another company) that has filed a Commercial Registered Agent listing with the Secretary of State. You will know if the person or company you’ve hired is qualified if their name is listed with the Secretary of State as a Commercial Registered Agent. (Ours is!)
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?
You can be your own registered agent in North Dakota, but only if you’re living there. ND registered agents are required to be state residents who are available during regular business hours all year long at the address listed in your Certificate of Authority Foreign LLC application.
4. File a Certificate of Authority Foreign LLC Application
Once you have a name and registered agent for your foreign LLC, you’re ready to start filling out your Certificate of Authority Foreign LLC Application. Once complete, you will need to file your application with the ND Secretary of State through their online portal, FirstStop.
Create a free account with the Secretary of State and then you will be able to access all the state forms your business needs. In order for the application to be considered, you will need to include the following information:
- Employer Identification Number (EIN)
- LLC name
- North Dakota LLC name (if your LLC’s name is not available)
- The state or jurisdiction where your LLC was originally formed
- Your LLC’s business purpose
- LLC’s principal address (in home state or jurisdiction)
- ND Business address (if you have one)
- The names of your LLC’s managers and members and their business addresses
- The name and address of your ND registered agent
- The date your LLC will expire in your home state (if applicable)
- Authorized signature
- Registered agent’s signature
The application also requires you to attach a Certificate of Good Standing from your LLC’s home state. The Certificate of Good Standing needs to have been issued less than 90 days before you submit your application.
How do I submit my Certificate of Authority Foreign LLC Application?
The North Dakota Secretary of State does all of their filing online now. The state’s online portal, FirstStop, is easy to use. It includes the application you need to register your foreign LLC and all of the other forms your business might require in ND.
North Dakota Foreign LLC FAQs
How long does it take to register a foreign LLC in North Dakota?
It can take up to 30 days for the state to approve your application. Once approved, you’ll be able to get your Certificate of Authority directly from your online account, but plan on waiting a bit before it’s available.
How much does a foreign LLC cost in North Dakota?
The filing fee for the ND Certificate of Authority Foreign LLC Application is $135. You will pay this fee in FirstStop before your application is submitted.
Does my LLC need a Certificate of Good Standing to register in North Dakota?
Absolutely. North Dakota will deny your foreign LLC’s application if you are unable to get a Certificate of Good Standing from your home state. If you find yourself in this situation, you will need to get your LLC back in compliance with its home jurisdiction before you can start doing business in ND.
How are foreign LLCs taxed in North Dakota?
Just like traditional LLCs, foreign LLCs are considered “pass through” entities, meaning that the company’s profits “pass through” to you and the other LLC members. You’ll report this income on your personal tax return.
Is there an annual fee for ND foreign LLCs?
Yes. ALL foreign LLCs in ND are 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 November 15th. You can find and submit your annual report using FirstStop.
How long is my foreign LLC registered in ND?
As long as you remain in compliance with the ND Secretary of State, your foreign LLC will be registered until you decide to withdraw it. Only in rare circumstances will the state withdraw your foreign LLC. This action is typically reserved for companies that fail to file annual reports or participate in illegal activities.