How to Register a Business in North Dakota – 2024 Guide

Last Updated on May 15, 2024 by Dr. Gabriel O’Neill, Esq.

Beginning the journey of starting a business in North Dakota can be an exciting and fulfilling venture. However, navigating the process of business registration might feel daunting, especially for those new to entrepreneurship. Nevertheless, with the right guidance and resources, you can simplify the process of registering your business in North Dakota.

In this blog post, we will provide you with a comprehensive guide to ease the registration of your business in North Dakota. Additionally, we will offer valuable advice and resources to streamline the process. Whether you’re launching a new enterprise or formalizing an existing one, this guide will lead you through the process with seven simple steps.

We understand that business registration can still pose challenges, which is why we have compiled a list of top-notch business registration services like Northwest Registered Agent to assist you every step of the way. Without further delay, let’s dive into the details and help you get your business registered in North Dakota!

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How to Register Your Business in North Dakota in 7 Simple Steps

Establishing your business in North Dakota is a breeze if you have a clear plan. Take these 7 simple steps to swiftly launch your North Dakota-based business and get it on the path to success.

Step 1: Choose Your Business Structure

When starting a business in North Dakota, the optimal choice of a business structure depends on the nature of your venture and your expansion goals. We have already discussed the various types of incorporated and unincorporated businesses available in North Dakota. Now, let’s delve into these options and their operational aspects.

Remember, if you opt for a structure that necessitates incorporation, such as the ones listed below, you will need to register your business with the North Dakota Secretary of State.

Sole Proprietorship

A sole proprietorship is the simplest business structure in North Dakota, where the owner and the business are legally regarded as the same entity. This implies that the owner is responsible for the business’s debts and liabilities. Establishing a sole proprietorship is straightforward and entails minimal legal and administrative requirements. Although you’re not obligated to register your sole proprietorship with the state, local permits or licenses may be necessary.

General Partnership

A general partnership is a business jointly owned by two or more individuals who share in the profits and losses. Each partner assumes personal liability for the business’s debts and legal obligations. In North Dakota, you do not need to register a general partnership with the state, but it may be required to file a “North Dakota Assumed Name Certificate” (DBA) in the county where your business operates.

Limited Partnership (LP)

In North Dakota, a limited partnership comprises one or more general partners responsible for managing the business and having unlimited personal liability, along with one or more limited partners who provide capital but have limited liability. To establish an LP in North Dakota, you must file a “Certificate of Limited Partnership” with the North Dakota Secretary of State.

Limited Liability Company (LLC)

An LLC is a flexible business structure that combines the liability protection of a corporation with the tax benefits and simplicity of a partnership. In North Dakota, you need to file an “Articles of Organization Limited Liability Company” with the North Dakota Secretary of State and create an Operating Agreement to define the company’s management and ownership structure.

Corporation

A corporation is a distinct legal entity from its owners (shareholders) that offers limited liability protection. In North Dakota, there are two types of corporations:

• C-corporations
• S-corporations

To establish a corporation in North Dakota, you must file an “Articles of Incorporation For-Profit Corporation” or “Articles of Incorporation Nonprofit Corporation” with the North Dakota Secretary of State, depending on your business’s nature. Corporations entail additional formalities, such as creating bylaws, issuing stock, and conducting regular board and shareholder meetings.

Select the business structure in North Dakota that aligns best with your requirements, considering factors such as liability protection, taxation, and management needs. Seek guidance from a legal or business professional if you require assistance in making this decision.

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Step 2: Select a Unique Business Name

North Dakota has its regulations for naming your business. To name your business in North Dakota, you can opt for one of three methods: registering a legal entity name, obtaining a trademark, or registering a legal name and operating under a different one. Make sure to familiarize yourself with North Dakota’s specific requirements.

Similar to the process of incorporating your business, the naming approach you select in North Dakota will depend on the unique needs and circumstances of your entity.

To ensure that your business name remains exclusive, you may consider following all three routes. Alternatively, you can simply choose one of the three options. Although not mandatory, using the same name across all registration methods is often logical.

Let’s delve into each naming option available in North Dakota:

Legal Entity Name

In North Dakota, businesses are required to register a legal entity name, which serves as the company’s official identifier by the state. The entity name must be distinctive, ensuring that no other business shares the same name as yours.

Naming laws in North Dakota encompass guidelines regarding company suffixes (e.g., LLC, LP, or Corp) and stipulate that the name should accurately reflect the type of business being registered. You can verify name availability using the North Dakota Secretary of State’s online database.

Trademark

In North Dakota, a trademark serves as a form of intellectual property protection for a business name or logo on a national level. To safeguard your name or logo, it’s vital to conduct a trademark search in the USPTO database to ensure it’s not already registered.

Once your trademark is registered, it grants exclusive rights and prevents others from using the same or similar name or logo for similar goods or services, offering nationwide protection. However, obtaining a trademark does not automatically grant unrestricted usage of the name or logo in all circumstances.

Doing Business As (DBA)

In North Dakota, you also have the option to register your business under an official name while operating under a different one. This is known as a Doing Business As (DBA) name. To establish a DBA, you need to file an Assumed Name Certificate (DBA) with the county clerk’s office in the county where your business is located. While these names are subject to federal trademark laws, there is no requirement for a DBA to be unique at the state level.

By understanding and considering these naming options, you can effectively register your business name in North Dakota and protect your brand identity.

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Step 3: Consider Taxes and Other Costs in North Dakota

Here are the taxes that a North Dakota LLC may have to pay:

• North Dakota Income Tax: North Dakota LLCs are subject to North Dakota income tax on their net income. The tax rate is graduated from 2.0% to 5.0%

• North Dakota Sales Tax: North Dakota LLCs that sell tangible personal property in North Dakota may have to collect sales tax. The sales tax rate is 5.5%

• North Dakota Use Tax: North Dakota LLCs that purchase tangible personal property from out of state and use it in North Dakota may have to pay use tax. The use tax rate is the same as the sales tax rate

• North Dakota Property Tax: North Dakota LLCs that own real property in North Dakota may have to pay property tax. The property tax rate is based on the assessed value of the property

• North Dakota Unemployment Insurance: North Dakota LLCs that have one or more employees may have to pay unemployment insurance taxes. The unemployment insurance tax rate is 1.2% of the first $9,000 of wages paid to each employee

• North Dakota Workers Compensation: North Dakota LLCs that have one or more employees may have to pay workers’ compensation insurance premiums. The workers’ compensation insurance premium rate is based on the nature of the business and the number of employees

In addition to these taxes, North Dakota LLCs may also have to pay federal taxes, such as federal income tax, federal sales tax, and federal unemployment insurance taxes.

The specific taxes that a North Dakota LLC will have to pay will depend on the specific facts and circumstances of the LLC. It’s important to consult with a tax advisor to determine the specific taxes that your LLC will have to pay.

In North Dakota, entrepreneurs can simplify their registration process by utilizing online services such as ZenBusiness. With ZenBusiness, business owners can easily file their paperwork with the Secretary of State, acquire an Employer Identification Number (EIN), and establish an operating agreement. Additionally, ongoing compliance assistance is available to help businesses maintain a favorable standing with the state.

Step 4: Register and Acquire Licenses and Permits in North Dakota

To legally operate your business in North Dakota, you need to apply for various licenses and permits. Here is an overview of the licenses and permits you may need:

Tax Registration

• If you plan to sell goods in North Dakota, you must register for a sales and use tax permit with the North Dakota Office of the State Tax Commissioner (STC). You can register through the North Dakota Taxpayer Access Point

• If you have employees in North Dakota, you must also register with the STC for employer withholding tax

Employer Identification Number (EIN)

If your business has employees or is taxed separately from you, you must obtain a federal Employer Identification Number (EIN) from the IRS. Even if it’s not mandatory, having an EIN can be beneficial for banking purposes and when dealing with other companies.

Regulatory Licenses and Permits

• Health and Safety: Depending on the nature of your business, you may need to obtain health and safety permits to ensure compliance with regulations

• Environment: Some businesses may require permits related to environmental protection, waste management, or pollution control

• Building and Construction: If your business involves construction or renovation, you may need specific licenses or permits related to building codes and regulations

• Specific Industries or Services: Certain industries or professions, such as food establishments, healthcare facilities, transportation services, or professional services, may have industry-specific licenses or permits required

For state-issued regulatory licenses and permits, refer to the Licensing Information section of the state website. It will provide you with specific information regarding the agencies responsible for issuing licenses and permits related to your business activities.

Remember to research and comply with all federal, state, and local regulations to ensure your business operates legally and avoids any penalties or fines.

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Step 5: Open a Bank Account For Your Business in North Dakota

Once you obtain your EIN, you can proceed with opening a business bank account in North Dakota.

Compliance with LLPs, LLCs, and corporate regulations necessitates the establishment of a business bank account. However, sole proprietors and unincorporated partnerships are not obligated to maintain separate personal and business bank accounts.

In North Dakota, setting up a business account is a straightforward process that involves visiting your local bank and completing the necessary paperwork. It’s advisable to compare rates and benefits offered by different banks before selecting a specific provider.

Regardless of whether you’re operating as a sole proprietor or unincorporated partnership in North Dakota, having a dedicated business bank account is a prudent choice to ensure financial separation between your personal and business finances. Should you choose to incorporate your business in the future, this will save you considerable trouble.

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Step 6: Protect Your Intellectual Property in North Dakota

Depending on the nature of your business in North Dakota, you may possess valuable intellectual property (IP) that necessitates protection.

For instance, it’s crucial to prevent others from copying and utilizing your business name and logo. Depending on whether your company deals with goods or services, you may also want to secure the design of your products or the creative works (e.g., writings, designs, or music) you produce.

There are various ways to accomplish this in North Dakota, and initiating these processes promptly is advantageous to prevent unauthorized use of your IP.

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Trademark

In North Dakota, a trademark refers to a recognizable symbol, phrase, word, or design that distinguishes a product or service from others in the market.

To ensure legal protection, trademarks must be registered with the United States Patent and Trademark Office (USPTO). The registration process typically takes four to six months to complete. Once registered, the trademark is safeguarded nationwide, and legal action can be taken against unauthorized usage.

Businesses in North Dakota can protect their trademarks by registering them with the USPTO. This not only safeguards their brand and reputation but also provides legal recourse against unauthorized usage of the trademark.

Copyright

In North Dakota, original works of authorship, such as literary, dramatic, musical, artistic, and certain other intellectual works, are protected by copyright law. This encompasses written content, software, web content, films, sound recordings, images, and other forms of creative expression.

Upon creating a new work in North Dakota, copyright protection is automatically granted to the creator. As the owner of exclusive rights to distribute, reproduce, create derivative works, and sell intellectual property, you have legal authority over the use of your work.

However, you have the option to register your copyright with the U.S. Copyright Office for additional legal protection and proof of ownership. Registering your copyright in North Dakota can safeguard your work against infringement and provide a means to enforce your rights in court if necessary.

Patent

If you invent a novel product or piece of machinery in North Dakota, it’s crucial to secure a patent for it. A patent grants the holder exclusive rights over the item and prevents others from making, selling, or importing the patented item for a specified period.

The patent process is intricate and can take up to five years to complete, so initiating it early is advisable if you have a unique invention that requires protection. Patent applications are submitted to the United States Patent and Trademark Office (USPTO).

By safeguarding your intellectual property in North Dakota, you can protect your brand, products, and creations, ensuring that your business maintains a competitive edge and continues to thrive.

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Step 7: Set Up Your Payment Infrastructure in North Dakota

To ensure your North Dakota business is fully prepared to serve customers upon registration, it’s essential to establish a seamless and convenient payment system.

Various payment processing services are available, offering user-friendly interfaces and easy integration with your website or point-of-sale (POS) system. Popular options like Square, Stripe, and PayPal provide flexible and customizable solutions tailored to your business objectives.

These payment processors enable you to accept a wide range of payment methods, including credit and debit cards, ACH transfers, digital wallets such as Apple Pay and Google Pay, and more. By selecting a reliable payment processing service, you can offer your customers the convenience of paying with their preferred methods through a secure platform, ensuring a smooth transaction experience for both parties.

Furthermore, it’s important to ensure compliance with North Dakota’s sales tax regulations. This involves obtaining a North Dakota Sales and Use Tax Permit from the North Dakota Tax Commissioner’s Office, enabling you to collect sales tax on taxable goods and services.

Once your payment infrastructure is established, your North Dakota-based business will be well-equipped to efficiently and securely serve customers and generate revenue.

By following these steps, you will be on the path to establishing a legally compliant business in North Dakota.

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Top 5 Business Registration Services for North Dakota Entrepreneurs

When it comes to registering a business in North Dakota, entrepreneurs and small business owners have access to several business registration services that cater to their needs. These services offer a variety of solutions to help businesses establish themselves and maintain compliance with state and federal regulations. Here are some of the best business registration services available for North Dakota entrepreneurs:

ZenBusiness

ZenBusiness is an online business registration service specifically designed for business formation, registered agent services, annual report filing, and more. They provide affordable pricing options and packages that include personalized support and resources to assist businesses in remaining compliant and achieving growth. With its user-friendly website, ZenBusiness offers a streamlined process to simplify the business registration journey for North Dakota entrepreneurs.

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Swyft Filings 

Swyft Filings is a popular business registration service that offers fast and straightforward business formation, including LLC formation, incorporation, and compliance. They offer personalized support and resources to guide businesses through the registration process and ensure compliance with state and federal regulations. Swyft Filings provides an intuitive website and affordable pricing options, making business registration in North Dakota easy for entrepreneurs.

Tailor Brands

Tailor Brands is an online branding and design service that helps businesses establish a professional and cohesive brand identity. They offer various branding packages, including logo design, business card design, and social media branding. Additionally, Tailor Brands provides a range of design tools and resources for businesses to create and customize their own branded assets. While not a conventional business registration service, Tailor Brands can assist North Dakota entrepreneurs in creating an attractive brand image to appeal to customers.

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Northwest Registered Agent

Northwest Registered Agent is an online business registration service specializing in registered agent services, compliance management, and document filing. Renowned for their quality and exceptional customer service, they offer personalized support to ensure businesses remain compliant with state and federal regulations. Northwest Registered Agent provides comprehensive business formation services for LLCs, corporations, and nonprofits, catering to the specific needs of North Dakota entrepreneurs.

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Bizee (Previously Incfile)

Bizee is an online LLc registration service that offers fast and affordable business formation services. Their packages include registered agent services, compliance management, and document filing. With its user-friendly and streamlined platform, bizee simplifies the business registration process, making it hassle-free for North Dakota entrepreneurs. They also provide ongoing support and resources to assist businesses in maintaining compliance and achieving growth.

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By exploring and comparing these business registration services, North Dakota entrepreneurs can find the most suitable option to meet their specific requirements and ensure a smooth and efficient registration process.

Business Registration Laws in North Dakota

Business registration laws in North Dakota are governed by the North Dakota Secretary of State. If you’re looking to start a business in North Dakota, here are some key points to keep in mind:

• Business Entity Types: North Dakota recognizes several types of business entities, including sole proprietorships, partnerships (general and limited), Limited Liability Companies (LLCs), and corporations (both C corporations and S corporations).

• Name Reservation: Before registering your business, you may choose to reserve a business name with the North Dakota Secretary of State. This reservation provides temporary protection for your chosen name for a specified period, giving you time to complete the registration process.

• Choosing a Business Name: When selecting a business name, ensure it’s unique and not deceptively similar to any existing business entities registered in North Dakota. The name should also comply with the North Dakota Secretary of State’s guidelines, including avoiding restricted words or phrases.

• Registering a Business: To register your business in North Dakota, you need to file the appropriate formation documents with the North Dakota Secretary of State. The required documents vary depending on the type of business entity you choose. For example, if you’re forming an LLC, you would file Articles of Organization, while a corporation would file Articles of Incorporation.

• Registered Agent: Most business entities in North Dakota must appoint a registered agent. A registered agent is a person or entity authorized to receive legal documents and official correspondence on behalf of the business. The registered agent must have a physical address within North Dakota.

• Business Licenses and Permits: Depending on the nature of your business, you may need to obtain additional licenses and permits from local, state, or federal agencies. It’s essential to research and comply with all relevant licensing requirements specific to your industry.

• Employer Identification Number (EIN): If your business will have employees or you plan to operate as a corporation or partnership, you’ll likely need to obtain an Employer Identification Number (EIN) from the Internal Revenue Service (IRS). This number is used for tax purposes and can be obtained online through the IRS website.

• State Taxes: North Dakota imposes various taxes on businesses, including income tax, sales tax, and use tax. You should familiarize yourself with North Dakota tax laws and obligations and ensure compliance with state tax requirements.

Depending on your specific business activities, you might need to fulfill additional regulatory requirements. Examples include obtaining special permits for certain professions or industries (e.g., alcohol-related businesses, healthcare providers) and complying with specific industry regulations.

It’s advisable to consult with a legal or business professional or the North Dakota Secretary of State’s office for detailed and up-to-date information based on your specific business needs.

Alternative Business Registration Methods in North Dakota

In North Dakota, the traditional method of registering a business involves filing the necessary forms with the Secretary of State’s office. However, there are alternative methods available for certain types of businesses or circumstances. Here are a few alternative business registration methods in North Dakota:

Online Registration 

The North Dakota Secretary of State provides an online registration portal called “FirstStop” for certain business types. You can complete the registration process and submit the required forms online, making it a convenient option for many entrepreneurs.

Professional Licensing Boards

If you’re starting a business in a profession that requires licensing, such as healthcare or legal services, you may need to register or obtain a license through the relevant professional licensing board in addition to the Secretary of State’s office. For example, healthcare professionals need to be licensed by the North Dakota Board of Medical Examiners or the North Dakota Board of Nursing.

Trade Name Registration 

If you plan to operate your business under a name different from your name or the legal name of your business entity, you may need to register a trade name, also known as a “doing business as” (DBA) name. Trade name registration is typically done at the county level in North Dakota. Contact the county recorder or clerk’s office where your business is located for specific requirements and procedures.

Limited Liability Company (LLC) Formation

If you want to form an LLC in North Dakota, you have the option of filing your formation documents online through the Secretary of State’s website or by mail. The online filing method is generally faster and more convenient.

Corporation Formation 

If you’re forming a corporation in North Dakota, you can choose between filing online or by mail. The online filing option is typically the preferred method for its efficiency.

It’s important to note that while these alternative methods may be available, the specific requirements and procedures can vary based on the nature of your business and the county in which you plan to operate. It’s recommended to consult the North Dakota Secretary of State’s website or seek professional advice to ensure you follow the correct registration process for your particular situation.

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Benefits of Registering Your Business in North Dakota

Registering your business in North Dakota can provide several benefits. Here are some benefits of registering your business in North Dakota:

• Legal Recognition: Registering your business in North Dakota ensures that your business is legally recognized and operates within the state’s legal framework. It helps establish your business as a separate legal entity, which can provide liability protection for the owners and shareholders.

• Limited Liability Protection: One of the significant advantages of forming a corporation or Limited Liability Company (LLC) in North Dakota is the limited liability protection it offers. The owner’s assets are generally protected from the business’s debts and liabilities, which helps mitigate personal financial risks.

• Access to Business Loans and Funding: Registered businesses in North Dakota may have better access to business loans, grants, and funding opportunities offered by the state government, financial institutions, and other organizations. This can provide the necessary capital to start or expand your business.

• Tax Benefits: North Dakota offers several tax benefits for businesses. The state has a relatively low corporate income tax rate and does not impose a personal income tax. Additionally, North Dakota provides various tax credits, exemptions, and deductions for businesses, such as research and development credit, angel fund investment credit, and property tax incentives.

• Business-Friendly Environment: North Dakota is known for its business-friendly environment and supportive government policies. The state encourages economic development, entrepreneurship, and innovation, making it an attractive location for businesses. The North Dakota Department of Commerce and other agencies provide resources, assistance, and networking opportunities to help businesses thrive.

• Skilled Workforce: North Dakota has a skilled and educated workforce, particularly in industries such as energy, agriculture, manufacturing, and technology. Registering your business in the state can give you access to a talented pool of employees, helping you find and retain skilled workers for your business.

• Infrastructure and Logistics: North Dakota has a robust infrastructure and logistics network, including well-maintained roads, airports, rail systems, and access to major transportation routes. This can facilitate the efficient movement of goods and services, making it easier to conduct business operations and reach markets.

• Quality of Life: North Dakota offers a high quality of life with affordable living costs, low crime rates, and a strong sense of community. It provides a safe and supportive environment for business owners and their employees, making it an attractive place to live and work.

These are some of the benefits of registering your business in North Dakota. However, it’s important to consider your specific business needs, industry, and long-term goals before making a decision. Consulting with an attorney or business advisor can help you understand the legal and financial implications of registering your business in North Dakota.

Is Business Registration Required in North Dakota? Find Out Here

Yes, in North Dakota, it’s generally necessary for businesses to register with the state. The registration criteria may differ based on the business entity, industry, and other relevant factors. Common registration types include acquiring a North Dakota Sales and Use Tax Permit, registering a North Dakota Limited Liability Company (LLC) or Corporation, and obtaining specialized licenses or permits for specific sectors.

Thoroughly researching the specific registration prerequisites for your business is crucial to ensure compliance and prevent potential legal and financial repercussions.

How to Register Your Business in North Dakota – Frequently Asked Questions

What Do I Need to Register a Business in North Dakota?

To register a business in North Dakota, you will need to select a business name, decide on your legal structure, and submit the required documentation to the North Dakota Secretary of State. The exact requirements may vary depending on the nature of your business, but typically, you will need to file Articles of Organization, designate a registered agent, and obtain any applicable licenses or permits.

How Much Does It Cost to Register a Company in North Dakota?

The cost of registering a company in North Dakota varies based on the legal structure of your business and the specific filing you need to submit. For instance, the filing fee for an Articles of Organization for an LLC in North Dakota is $135, while for a corporation, it’s $100. Additional fees may apply for other filings and permits necessary for your business.

Can a Foreigner Start a Business in North Dakota?

Foreign individuals have the opportunity to establish a business in North Dakota, provided they fulfill the necessary legal obligations. It may be necessary for foreign business owners to secure appropriate visas or work permits, and they should also consider registering their businesses with relevant state and federal entities.

Do I Need to Register My Online Business in North Dakota?

If you’re operating an online business in North Dakota, you might need to register your business with the state, depending on the nature of your online activities and the type of business you have. Sole proprietorships and partnerships may not have the registration requirement, while corporations and LLCs are more likely to need it. 

Additionally, you may need to acquire specific permits and licenses, such as a sales tax permit from the North Dakota Office of State Tax Commissioner. 

It’s advisable to seek guidance from a qualified attorney or accountant who can assist you in understanding the specific obligations of your business in North Dakota. They can provide valuable insights into the intricate rules and regulations that govern businesses in the state and help ensure compliance with all relevant laws and regulations.

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Bottom Line on How to Register Your Business in North Dakota

Ensuring your business is registered in North Dakota is a critical step in adhering to state laws and regulations. While it may appear daunting, by following the prescribed procedures and meeting prerequisites, you can lay a solid groundwork for your enterprise.

Selecting a suitable business name and legal structure that aligns with North Dakota Secretary of State criteria, completing requisite paperwork, and securing any pertinent industry licenses and permits for your area is essential. Streamline the process and ensure compliance with all mandates by leveraging a business registration service such as Northwest Registered Agent.

Dedicating time to properly register your business in North Dakota can help you avoid future legal and financial entanglements and set the stage for your success.

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