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North Dakota LLC
Annual Report Instructions
How to form an LLC in North Dakota
This Quick Start Guide is a brief overview of how to form an LLC in North Dakota.
North Dakota LLC costs:
LLC formation: $135 (one-time fee)
Annual report: $50 (every year)
(check out Northwest vs LegalZoom)
All LLCs in North Dakota must file an Annual Report each year.
This is required in order to keep your LLC in compliance and in good standing with the North Dakota Secretary of State.
If you don’t file your LLC’s Annual Report on time, there are late fees.
If you continue to ignore this requirement, the Secretary of State is required by law to revoke your LLC’s charter. Said another way, they’ll shut down your North Dakota LLC if you don’t file its Annual Report.
As of 2019, all Annual Reports for LLCs must be filed online via FirstStop.
If you formed your North Dakota LLC online via FirstStop, then you’ll be able to login and begin filing your Annual Report.
If you didn’t form your North Dakota LLC online via FirstStop (you instead filed by mail, fax, or walk-in), you’ll need to create a FirstStop account. You should have also received a PIN in the mail from the Secretary of State. They mailed out the PINs (sent to your LLC’s Principal Executive Office) in early 2018. You need the PIN in order to “connect” your LLC to your FirstStop account. If you don’t have a PIN, you’ll need to request one from the Secretary of State before you can file your LLC Annual Report online. We have more details on this further below.
North Dakota LLC Annual Report fee
The North Dakota LLC Annual Report fee is $50.
This $50 fee is due every year by the Annual Report due date.
Annual Report due date
Your LLC Annual Report is due by November 15th every year.
When is my first North Dakota LLC Annual Report due?
Your first Annual Report is due the year after your LLC is approved.
You can find your LLC’s approval date by looking at your approval documents or by finding your LLC’s “filing date” on the North Dakota Business Search page.
- If your LLC was approved on March 10th 2021, your first Annual Report will be due November 15th 2022.
- If your LLC was approved on December 1st 2021, your first Annual Report will be due November 15th 2022.
Exception for Farm/Ranch LLCs
If you formed a Farm/Ranch LLC, you must first file an Initial Report (which is due at the time you file your Articles of Organization).
After that, your Annual Report is due by April 15th every year (instead of November 15th like “regular” LLCs).
However Just like “regular” LLCs, the first Annual Report for Farm/Ranch LLCs is due the year after the LLC was approved.
What’s the purpose of the Annual Report?
The purpose of the Annual Report is to keep your LLC’s contact information up to date with the North Dakota Secretary of State.
What’s the penalty for not filing an Annual Report (or filing late)?
If your North Dakota LLC Annual Report is filed after the due date, there is a $50 late fee. This $50 late fee is in addition to the Annual Report filing fee of $50, so it’s $100 total.
You have 6 months to file a late Annual Report (and pay the $100).
If you don’t file within the 6-month window, by law, the Secretary of State’s office will shut down your LLC. This is called revoking your LLC’s charter (existence), or revocation.
If your North Dakota LLC has been revoked, you can file a Reinstatement to bring your LLC “back to life”. The Reinstatement fee is $135. You must also file a past-due Annual Report and pay the $100 fee ($50 Annual Report fee + $50 penalty). You can file a Reinstatement with the Secretary of State up to 1 year after your LLC was revoked.
(Note: A North Dakota LLC that has been revoked for more than 1 year can only be reinstated by a court order.)
If your LLC has been revoked and you want to file a Reinstatement, it’s best to call the North Dakota Secretary of State for instructions and fees specific to your LLC. You’ll find the Secretary of State’s contact information toward the bottom of this page.
Note: The above penalties also apply to Farm/Ranch LLCs.
How to file an Annual Report in North Dakota
You can only file your North Dakota LLC Annual Report online.
The online filing system is called FirstStop.
If you don’t have a credit or debit card, you still have to start the Annual Report inside of FirstStop, and then at the end of the filing, you can print out your Annual Report and mail it to the Secretary of State with a check or money order. You’ll find mailing address instructions after you print out your Annual Report.
By default, when filing by mail, the Secretary of State doesn’t send back any proof of filing. If you would like proof that your LLC Annual Report has been filed, you can mail a “Cover Letter for Annual Report” along with your Annual Report and payment. This way, after your Annual Report has been processed, the Secretary of State’s office will mail you back proof of filing.
Note: This “mail filings” section is only applicable to a small percentage of readers. Most of our readers just file the Annual Report online. If you’re filing your LLC’s Annual Report online, you don’t need to worry about this “Mail filings” paragraph.
Processing Time for the Annual Report
After you submit your North Dakota LLC Annual Report online (via FirstStop), it will most likely be processed and filed instantly.
You’ll be able to see that your Annual Report has been filed by searching your LLC name on the North Dakota Business Search page. Click on your LLC name in the results and then click on “View History” to view the filing history.
Although rare, there is a small chance that your LLC’s Annual Report goes into “worker review”. This usually happens if you make substantial changes to your LLC’s Annual Report. Don’t worry though, it just means a staff member at the Secretary of State’s office needs to review your filing and make sure they update your records correctly. In that case, it could take 2-4 weeks for your LLC’s Annual Report to be processed. You can check back in a few weeks and search your LLC’s filing history to see that it was filed. A “worker review” will not cause your Annual Report to be late. Your Annual Report is considered “filed” on the date it is received by the Secretary of State.
Annual Report reminder
An LLC Annual Report reminder is mailed to the address of your LLC’s Registered Agent about 60 days prior to the due date.
Currently, there are no reminders sent by email.
However, even if you don’t receive an Annual Report reminder, it’s still your responsibility to file your North Dakota LLC Annual Report on time every year.
For this reason, we recommend putting a repeating reminder on your calendar, phone, and/or computer.
This will help avoid getting your LLC shut down.
How early can I file my LLC’s Annual Report?
You can file your North Dakota LLC Annual Report as soon as you receive the reminder from the Secretary of State’s office.
This will be approximately 60 days before the due date.
PIN numbers, requesting access, and FirstStop
Let’s take a step back to explain why things are the way they are.
In 2018 the North Dakota Secretary of State’s office launched FirstStop, the new online portal for everything LLCs (and other business entities, too).
For many years, North Dakota LLCs couldn’t be filed online. And the same went for Annual Reports; they couldn’t be filed online either.
Now it’s the opposite. FirstStop is the only way to file an Annual Report and it’s the preferred method for LLC registrations, too.
However, the North Dakota Secretary of State takes your security very seriously. They don’t want to have an “open database”, where anyone can file anything on behalf of any LLC.
So in order for someone to access an LLC record, and make changes or filings on behalf of that LLC (such as filing an Annual Report), they need to be authorized to do so.
In 2018 (between January and February), the Secretary of State sent letters to all North Dakota LLCs called “Welcome to FirstStop“. This notice was sent to the LLC’s Principal Executive Office address (aka Principal Office). The welcome letters included a PIN as well as instructions on how to create a FirstStop account.
If you don’t have this notice, or you’re not sure where it is, then you’ll need to “Request Access” (and get a PIN) to “connect” your LLC to your FirstStop account. More information on this is below.
If you formed your LLC online (via FirstStop):
If you formed your LLC online via FirstStop, then you don’t need to worry about any of that PIN stuff or “Requesting Access”. The reason is that your LLC is already connected to your FirstStop account. So you’re good to go.
If you hired a company to form your LLC:
If you hired a company to form your LLC, you likely need to request access and get a PIN.
If you didn’t form your LLC online (via FirstStop) and don’t have a PIN:
If you formed your LLC by mail, fax, or walk-in, you first need to create a FirstStop account.
If you don’t have a FirstStop account, here’s how to create one:
- Go to the North Dakota FirstStop page.
- Click “Login” (upper right).
- Click “Personal Account”.
- Create a username and password, then enter the rest of your information.
- Agree to the terms and click “Create Account”.
- You’ll see a note about “confirm your account”. Go to your email inbox and find the email from the state.
- Copy (or write down) your activation code.
- Go back to the FirstStop browser tab, enter your activation code, and click “Confirm”.
- Click “Return to Online Service”.
- Click “Login” again (upper right).
- Enter your login information and click “Login”. The page will not refresh, but you should see your username in the upper right (this means you’re logged in).
Now that you have a FirstStop account, you need to request a PIN and then “connect” it to your LLC.
Here’s how to do that:
- Search your LLC name on the North Dakota Business Search page.
- Click on your LLC name and look to the right.
- You should see a “Request Access” button. Click that.
- You should see this message: “Click Request PIN to have a new PIN sent to the record’s mailing address on file“.
- Click the “Request PIN” button.
- The Secretary of State will mail you a PIN number. It will be sent to your LLC’s Principal Executive Office (aka Principal Office). It will take about 1 week to arrive in the mail.
- Once you have your PIN, log back into FirstStop, search your LLC name again, click “Request Access” and enter your PIN.
- Once that’s completed, your FirstStop account is now connected to your LLC. You can now file your Annual Report online.
Important: A new PIN is only issued once. So it’s very important you know what your LLC’s Principal Executive Office address is and that you’re able to receive mail there. If you have issues with receiving your PIN, you must call the Secretary of State’s office (contact information towards the bottom of the page) and get assistance with connecting your FirstStop account to your LLC.
If your LLC has a Commercial Registered Agent, you may see a different message:
(Note: This doesn’t apply to all LLCs with a Commercial Registered Agent, just some.)
• A large number of Commercial Registered Agents were granted access to FirstStop (by the Secretary of State) for all the LLCs they serve.
• If your LLC has a Commercial Registered Agent, after clicking “Request Access”, you may see this message:
– “To become an owner of this record, a current owner will need to grant you access. To request access, click Request Access below.”
• We just wanted to let you know about this since some people get scared when they read that there is already a current “owner” for their LLC. Don’t worry, it’s just your Commercial Registered Agent. Again, the North Dakota Secretary of State grants the large Registered Agent companies access to LLCs they serve. It’s nothing to worry about.
• Small potential issue: Some Commercial Registered Agents manage tens of thousands of LLCs. So if you request access from them, there is a chance they could be slow to reply to the email from the state that grants you access. If you don’t hear back from the FirstStop system (which hasn’t heard back from the Commercial Registered Agent) after requesting access, you’ll need to call the Secretary of State (contact info towards bottom of page) for assistance requesting a PIN and connecting your LLC to your FirstStop account.
If your LLC is already connected to another FirstStop user:
• Your LLC may already have an “owner” if there are multiple LLC Members, each with their own FirstStop account.
• This isn’t very common, but there is a chance it could occur. If that’s the case, you just need to request access from the first “owner”.
• After searching your LLC name and clicking “Request Access”, the current “owner” will receive an email from FirstStop.
• The current owner will then login to FirstStop where they’ll see a “Manage User Access” section. Then the current owner can accept your request and connect the LLC to your FirstStop account as well (and you’ll also become an “owner”).
How to Complete the North Dakota LLC Annual Report
Note: At the time we are updating this lesson, we are unable to provide step-by-step instructions.
The reason for this is that our sample LLC’s Annual Report isn’t due yet and therefore we cannot access the Annual Report online filing (the system can only be accessed during a “filing window”).
However, we will add more step-by-step instructions in the near future.
For now, we’ve listed a number of sections you are likely to see when submitting your LLC’s Annual Report.
Business activities actually engaged in (be specific)
- Related article: LLC statement of business purpose
Review your North Dakota LLC’s current business activities. If no changes are needed, then leave as-is. If you need to update the activities of your LLC, then list the new ones here.
Don’t worry, you’re not going to be forced to do this forever. You can always change the purpose of your LLC in future Annual Reports.
You can enter just a few words, (ex: “pizza shop”, “real estate investing”, “landscaping”, etc.), or a short sentence (ex: “restoration of old cars”, “life coaching services and products”, etc.).
Important: “Any lawful business” or “general business purposes” (or anything similar) will cause your North Dakota LLC’s Annual Report to be rejected. Your LLC’s business activities must be specific. Although the North Dakota LLC Act (Section 10-32.1-07) allows for “any lawful purpose/general purpose” when you form your LLC, you cannot use a “general purpose” in your Annual Report.
Principal Executive Office address
The Principal Executive Office is where business activities take place and/or where business, legal, and financial documents are kept for your LLC.
This address cannot be a PO Box address. It must be a physical street address.
This address can be your home address, office address, or the address of your North Dakota Registered Agent (if they allow it).
You can update this address if needed, or you can leave it as-is.
Note: This address will be on public record. If you hired Northwest Registered Agent, they’ll allow you to use their address here for privacy (keeping your address off public records). You can find their address to use inside of your Northwest dashboard. It should be under your “Services” tab. Any mail sent to your LLC at this address will be scanned by them and uploaded to your Northwest dashboard.
Management of the LLC
In North Dakota, there are 3 ways an LLC can be managed:
Depending on how your North Dakota LLC is managed, you’ll need to enter the name, address, and title of either:
- the LLC Member(s), with titles of “Member” or “Managing Member”
- the LLC Manager(s), with titles of “Manager”
- the LLC Governor(s) with titles “Chief Executive Officer”, “CEO”, “Chief Manager” “President”, “Vice President”, “Chief Financial Officer”, “CFO”, or any other applicable title
A Member-Managed LLC is where all of the LLC Members (owners) have the ability to bind the LLC into contracts and agreements. They also take part in the day-to-day operations and business decisions.
Note: Most LLCs in North Dakota are Member-Managed.
A Manager-Managed LLC is where the LLC Members appoint one (or more) Managers, who are then the only one(s) who have the ability to bind the LLC into contracts and agreements. They are also the ones who take part in the day-to-day operations and business decisions. The Members take more of a “back seat”/investor role.
To learn more, please see:
A Board-Managed LLC is a newer concept (allowable by the North Dakota statutes) where an LLC can be managed by a “Board of Governors”, similar to a Board of Directors in a traditional Corporation.
The Board of Governors can have one Governor or multiple Governors.
The specific language in the Operating Agreement will determine the details of how a Board-Managed LLC is run.
Because Board-Managed LLCs are quite new, and there are a number of legal considerations (and potential issues), it’s best practice to seek legal advice and work with an attorney if this is something you are considering.
Note: Most LLCs in North Dakota are not Board-Managed.
Next Step: Business licenses and permits
Once you’ve reviewed this lesson, or filed your North Dakota LLC’s Annual Report, you can then proceed to the next lesson: North Dakota Business Licenses and Permits.
North Dakota Secretary of State Contact Info
If you have any questions, you can contact the North Dakota Secretary of State.
Their phone number is 701-328-4284. This is the phone number to reach the department that handles Annual Report. You can also call them at their main line at 701-328-2900.
Their hours are Monday through Friday, from 8am – 5pm Central Time.
North Dakota Century Code: Section 10-32.1-89
North Dakota Century Code: Section 10.32.1-90
North Dakota Century Code: Section 10.32.1-91
North Dakota Century Code: Section 10.32.1-92
North Dakota Secretary of State: LLC Annual Reports