How To Form A Foreign Limited Liability Company in North Dakota – Certificate of Authority Application Foreign Limited Liability Company

The North Dakota Certificate of Authority Application Foreign Limited Liability Company should be submitted for approval to the North Dakota Secretary of State. In addition to the completed form additional documents may need to be included. For instance, foreign Professional Limited Liability Companies will need to verify their compliance with the North Dakota regulatory board governing its professions and all foreign Limited Liability Companies will need to submit a Certificate of Existence from the governing entity of its home state. Foreign Limited Liability Companies should consult an attorney if the process for applying for a North Dakota Certificate of Authority is not fully understood.

The North Dakota Certificate of Authority Application Foreign Limited Liability Company to the North Dakota Secretary of State will carry a $135.00 Filing Fee which is payable with a major credit card. You may file by fax, mail, and online but, may only pay with a check when filing by mail (payable to “Secretary of State”). Fax and Mail filings will require you fill out the Credit Card Authorization Form, if you wish to pay with a credit card with a paper filing. Online filings will require an online payment with a major credit card.

How To File

Download Form

Step 1 – Click on the words “Download Form.” This link will provide a downloadable PDF of the North Dakota Certificate of Authority Application Foreign Limited Liability Company. You may edit this onscreen with a PDF progam or you may print it then enter the required information manually.

Step 2 – Locate the words “1. The application is accompanied…” Here you must place a mark next to the check box labeled “Filing Fee of $135” and a check mark in the box labeled “Current Certificate of Good Standing…” These two boxes contain the minimum requirements of what must accompany this application. If the foreign entity is a Professional Limited Liability Company then place a mark in the check box labeled “Certificate of professional license. If the filing entity had to obtain a Signed Consent from an existing entity, then place a check mark in the box labeled “Signed Consent…” (make sure to add $10.00 to the original Filing Fee). If the filing entity is also submitting a Trade Name Registration, then check the box labeled “Trade Name Registration…” (make sure to add $25.00 to the Filing Fee and all other applicable fees).

Step 3 – In the Second Item, indicate the type of Limited Liability Company the foreign entity will be operating as in the State of North Dakota. If this will be a Business Limited Liability Company, then place a mark in the box labeled “Foreign Business.” If the foreign entity wishes to operate as a Professional Limited Liability Company, then mark the box labeled “Foreign Professional.” You may only choose one of these items.

Step 4 – Report the filing entity’s Federal Id Number in the Third Item. This is not a requirement but will provide a means for the North Dakota Secretary of State to maintain efficient and accurate records.

Step 5 – In the Fourth Item, “Name of Limited Liability Company…,” enter the Full Name of the foreign Limited Liability Company as it appears on the Certificate of Good Standing being submitted with these articles. This must be reported precisely as it appears on the Certificate.

Step 6 – If a North Dakota Trade Name Registration Form is accompanying this paperwork and the Limited Liability Company’s Name is not present on this form, the North Dakota Secretary of State has already informed the filing entity that it’s New Name is too similar to a rejected Name, the filing entity was required to obtain a Consent to Use Business Name when it was required to and could not, or if the filing entity does not wish to protect its new name yet does not wish to use its True Name then you must report the Trade Name on the blank line in the Fifth Item.

Step 7 – Report the Complete Address where the Principal Office of the applying entity is officially and physically located on the blank space in the Sixth Item. This must be the Full Address of the Street Location (Building Number/Street or Rural Route, Unit Number, City, State, and Zip Code).

Step 8 – In the Seventh Item indicate the State or the Country where the filing entity was formed and registered.

Step 9 – In the Eighth Item, indicate how long the filing entity has defined its lifespan to be in its home jurisdiction (where it was formed). Check the first box, labeled “Perpetual,” if the filing entity does not intend to dissolve. If it does intend to dissolve then, check the box labeled “Expires…” and enter the Dissolution (or Expiration) Date on the blank line.

Step 10 – In the Ninth Item, report the filing entity’s Daytime Telephone Number.

Step 11 – If the foreign Limited Liability Company has a Toll Free Number, then report this number in the Tenth Item.

Step 12 – Next, you will need to report the Name of the North Dakota Registered Agent obtained by the foreign entity. You may do this in either Item 11A or in Item 11B depending upon the type of North Dakota Registered Agent that was obtained. If a Commercial North Dakota Registered Agent was obtained then enter the Name in Item 11A. If the North Dakota Registered Agent obtained is a Noncommercial North Dakota Registered Agent then report this entity’s Name in Item 11B. If the North Dakota Registered Agent is a Noncommercial entity, then report the Complete Address for the Geographical Location of the Noncommercial North Dakota Registered Agent in Item 11C. Do not submit a Post Office Box Number in this item.

Step 13 – In the Twelfth Item fully report the Purpose of the Limited Liability Company’s business and how it will conduct itself as such in the State of North Dakota.

Step 14 – The Thirteenth Item will require several pieces of information which may be provided via the Table presented. Here, the Full Name of each Manager must be reported in the first Column. If the Manager also serves as a Governor then mark the check box in the second column. Then, in the third column, report the Complete Mailing Address of each Member. If the Member is also a Manager then make sure to indicate this. This must be a full Listing of these parties so if there is not enough room, you may continue this report on a separate document then attach that document to these articles.

Step 15 – The Authorized Representative of the filing entity who is submitting this document must read and understand the Authorization Statement in the Fourteenth Item. Then in the box designated “Signature” the Authorized Representative must Sign his or her Name, then indicate the Signature Date in the box labeled “Date.”

Step 16 – Below the Signature Line, the Name, Email Address, and Daytime Telephone Number of an Individual the North Dakota Secretary of State may use as a Contact Person for this entity must be reported in the appropriately labeled areas.

ND foreign app

Step 17 – Next you will need to determine how you will pay for the Filing Fee associated with this submission ($135.00). If you wish to pay by credit card, you may file by fax or by mail. Simply fill out the Credit Card Payment Authorization Form at the bottom of Page Three. If you would like to pay by check, you may only file by mail. Make checks payable to “Secretary of State.” Determine how you will pay for this filing then either fill out the Credit Card Payment Authorization Form or write a check out for the Filing Fee ($135.00) plus all other applicable fees.

Step 18 – Verify all the information reported is up to date and accurate then attach all the documents and filings to the North Dakota Certificate of Authority Application Foreign Limited Liability Company. Remember the Certificate of Good Standing or Certificate of Existence issued by the filing entity’s home jurisdiction and dated within 90 days of the submission date is mandatory and must be included. Package these documents with arrangements for a Full Payment of the Filing Fee ($135.00) plus any additional applicable fees. You may submit by mail or by fax depending upon your preferences.

Fax To:

718.328.2992

Mail To:

Secretary of State
State of North Dakota
600 East Boulevard Avenue Department 108
Bismarck, ND 58505-0500

Step 19 – After a successful filing, the North Dakota Secretary of State will send the newly formed entity the North Dakota Limited Liability Company Annual Report Form. This must be filled out and filed by Nov 15 every year. If you wish you may file this online by on the North Dakota Secretary of State site here: https://apps.nd.gov/sc/busnsrch/busnSearch.htm. This filing will bear a Filing Fee of $50.00