How To Form a Professional Limited Liability Company in North Dakota – Professional Limited Liability Company Articles of Organzation

The North Dakota Professional Limited Liability Company Articles of Organization should be filed with the North Dakota Secretary of State when it is time for an entity to register its formation. Professional Limited Liability Companies will also need to provide certification from the professional board regulating the services provided by this entity. Some types of Professional Limited Liability Companies will need to satisfy additional regulations as well. Organizers not familiar with this process should seek a consultation with a North Dakota attorney before submitting this form to the North Dakota Secretary of State.

The Filing Fee for this submission is $135.00 and is payable with a credit card or a check made out to “Secretary of State.” This payment must be received in full so that your filing may be processed. You may file this form by fax, by mail or online. It should be noted you may only file by mail if you wish to pay the Filing Fee with a check.

How To File

Download Form

Step 1 – The “Download Form” link will allow access to a blank copy of the North Dakota Professional Limited Liability Company Articles of Organization form. You may use a PDF program or form friendly browser to fill in the information requested on screen or you may print it then use a type writer.

Step 2 – Locate the box labeled “Article 1A. Name of Professional Limited Liability Company,” then report the Full Name the Professional Limited Liability Company intends to operate under and be known as. Make sure the Name contains one of the following business suffixes: “Limited Liability Company,” “PLC,” “P.L.C.,” “P.L.L.C,” “PLLC,” “L.L.C,” or “LLC.”

Step 3 – The “Article 1B” box requires you to report the Street Address of the Professional Limited Liability Company’s Principal Office. This must be the Physical Location of the Principal Office and may not contain a P.O. Box. This should contain a Building Number, Street/Rural Route, City, State, and Zip Code + 4.

Step 4 – The Identity of the North Dakota Registered Agent must be reported with this registration. If the North Dakota Registered Agent is a Commercial Agent that is registered as such in the State of North Dakota then you must report the Name of this Commercial Agent in the box labeled “Article 2A.” If the North Dakota Registered Agent is a Noncommercial Entity then report his or her Full Name on the space provided in the box labeled “Article 2B.” Only one of these items should be filled out.

Step 5 – The North Dakota Registered Agent who will receive Service of Process on behalf of the Professional Limited Liability Company is required to maintain a Physical Address in the State of North Dakota. Report the Full Street Address the North Dakota Registered Agent maintains in the box labeled “Article 2C.”

Step 6 – In the “Article 3” box, you will be presented with two check boxes. If you would like this registration’s Effect to be the same as that of the Filing Date, then place a mark in the box labeled “When Filed with the Secretary of State.” If it is preferred the Effective Date of this registration occur at some point (within 90 days of) the Filing Date, then check the second box (labeled “Later on”) and enter the desired date on the blank line provided.

Step 7 – In the “Article 4” box, define the lifespan of the Professional Limited Liability Company. If this will be a finite existence where the Limited Liability Company will dissolve, then report the Date of Dissolution in the space provided. Otherwise, leave this space blank and it will be assumed the Limited Liability Company intends to operate indefinitely.

Step 8 – Report the Professional Services the Professional Limited Liability Company will be providing in the “Article 5” box.

Step 9 – The “Article 6” box will allow for additional Provisions to be included with these articles. You may either document such Provisions in the space provided or attach them then report the title of that attachment here.

Step 10 – The table in the “Article 7” box requires some information regarding the Original Members. Each line will require the Member Name in the first column, then mark the box in the second column if the member is a Licensed Professional. If the Member being reported is not a Licensed Professional, then check the box in the third column. Finally, use the fourth column to report the Complete Mailing Address of that Member. The next table in this section will require the Name and Complete Mailing Address of each Organizer. There is enough room in these tables to report three of their respective parties however, this must be a complete Roster. Thus, if there is not enough room then you must provide a complete Roster on a separate document and attach it. Note: Only Professional Limited Liability Companies providing Architecture and Landscape Architecture services may report Minority Members.

Step 11 – The next section, below the Authorization Paragraph, each Organizer must provide a Signature then a Date of Signature in the boxes labeled “Signature” and “Date” respectively.

Step 12 – Below the Signature section, enter the Name of a Contact Person in the box labeled “Name of Person…” The, report a well maintained E-Mail Address where this Contact may be reached in the second box. In the third box, report a Daytime Phone Number where this Contact may be reached. This will be the first entity that North Dakota Secretary of State will contact should there be any issues with this document requiring further clarification or correction.

ND PLLC

Step 13 – The last page will contain a “Credit Card Payment Authorization” form, you may use this form to pay the $135.00 Filing Fee with a credit card when filing by fax or by mail. Those filing by mail will also have the option of paying with a check made out to “Secretary of State” for the full amount. Make sure you have included either your credit card information or a check to pay for this filing fee then Fax or Mail the North Dakota Professional Limited Liability Company Articles of Organization and all additional required paperwork to the North Dakota Secretary of State.

Fax To:

718.328.2992

Mail To:

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

Step 14 – The Professional Limited Liability Company, formed by these articles, will need to follow up with the North Dakota Secretary of State by submitting the North Dakota Limited Liability Company Annual Report along with payment of the $50.00 Filing Fee, once a year and every year by November 15. The North Dakota Secretary of State will mail the Professional Limited Liability Company a paper document for this purpose however, the Annual Report may also be submitted online on this page: https://apps.nd.gov/sc/busnsrch/busnSearch.htm.