A North Dakota LLC operating agreement is a legal document that formalizes operating procedures, as well as ownership and management, of a limited liability company (LLC) in North Dakota. The agreement, while not required by state law to do business, mitigates the risk of dispute and protects owners from claims brought against the company. It addresses such matters as responsibilities, capital contributions, and handling of profits and losses.
By Type (2)
Single-Member LLC Operating Agreement
Multi-Member LLC Operating Agreement
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How to Form an LLC in North Dakota
- Filing fee: $135
- Processing time: 4 weeks
1. Choose a Name
Every new business registration must have a name that is available, meaning it is not registered to another entity in North Dakota already. A business name will not be approved if it is too similar to another registered name. Use the state’s Business Search to check whether a proposed name is available.
2. Choose an LLC Type
Only online filing is available in North Dakota.
Domestic LLC – For an LLC located within North Dakota.
- Online Filing – Select “Start a business” beneath the “Business” heading.
Foreign LLC – For an LLC located outside North Dakota.
- Online Filing – Select “Start a business” beneath the “Business” heading.
3. Post-Formation
Once the paperwork has been processed, the next steps are to complete the following forms:
- LLC Operating Agreement – This agreement will outline and clarify the company’s policies, procedures, and ownership structure.
- Federal Employer Identification Number (FEIN) – Select “Apply Online Now” in Step 3. See Publication 15 for a guide to paying tax as an employer in 2022.
Name Reservation
- Filing fee: $10
An LLC name can be reserved for 12 months, and the reservation can be renewed if by the time the period is over the LLC still has not been formally registered (§ 10-32.1-12).
- Online Filing – Select “Reserved Name Application” at the bottom of the page beneath “Reserved Names / Trade Names / Fictitious Names” heading.
Renewing an LLC (Annual Report)
Filing fee: $50
An LLC in North Dakota must file an annual report before November 15 of each year (§ 10-32.1-89). The first report is due the year following the calendar year in which the LLC was formed.
- Online Filing – The form can be found on FirstStop. Sign into the LLC’s account and file online; the filing fee can be paid with a credit card.
- Paper Filing – Print the online form from FirstStop and send to the Secretary of State, State of North Dakota 600 E Boulevard Avenue Dept 108, Bismarck, ND 58505-0500.
Dissolving an LLC
Filing fee: $20
An LLC is wound up when a notice of dissolution is filed with the secretary of state (§ 10-32.1-51).
- Online Filing – Select “Terminate business,” then search by name or system ID.
Statutes
“LLC Operating Agreement” Definition
“Operating agreement” means the agreement, whether or not referred to as an operating agreement and whether oral, in a record, implied, or in any combination thereof, of all the members of a limited liability company, including a sole member, concerning the matters described in subsection 1 of section 10-32.1-13 and includes the operating agreement as amended or restated.
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