How to Form a Corporation in North Dakota
Learn how to form a corporation in North Dakota: Articles of Incorporation, registered agent, EIN, bylaws, and state fees. Step-by-step guide from Bizee.
Bizee Editorial Staff
Editorial Team
North Dakota corporation at a glance
Filing fee: $100
Processing time: [PROCESSING_TIME]
State agency: North Dakota Secretary of State
Annual report due: [ANNUAL_REPORT_DUE]
State tax rate: [STATE_TAX_RATE]
How to form a corporation in North Dakota
Forming a corporation in North Dakota means filing Articles of Incorporation with the North Dakota Secretary of State, appointing a registered agent, and getting a federal Employer Identification Number (EIN) from the IRS. The state filing fee is $100. Once those pieces are in place, you write your bylaws and hold your organizational meeting.
Why form a corporation in North Dakota
North Dakota has one of the lower corporate income tax rates in the country, and the state offers a range of business incentives that corporations may qualify for depending on their industry and size. That combination makes it worth looking at before you decide where to incorporate.
A C Corporation is the default structure when you file Articles of Incorporation. If you want S Corporation tax treatment — where business income passes through to your personal return — you file a separate election with the IRS after your corporation is formed. The formation process with the state is the same either way.
Step 1: Choose and search your business name
Your corporation's name needs to be unique — no other registered business in North Dakota can already be using it. The North Dakota Secretary of State's website has a business name search tool you can use to check availability before you file.
The name must include a corporate designator — words like "Corporation," "Incorporated," "Company," or an abbreviation like "Corp.," "Inc.," or "Co." If you're not ready to file right away, North Dakota allows you to reserve a name while you get your paperwork together.
Step 2: Provide a registered office address
Every North Dakota corporation needs a designated registered office address on file with the state. This can be your home address, a leased office, or any physical address in North Dakota where official mail can be received. A P.O. box alone won't work — the state requires a street address.
Step 3: Assign a registered agent
A registered agent is the person or business that receives official legal and government correspondence on behalf of your corporation — things like service of process, tax notices, and annual report reminders from the North Dakota Secretary of State.
Your registered agent must have a physical street address in North Dakota and be available during normal business hours. You can serve as your own registered agent, but many business owners use a professional registered agent service to keep their personal address off public records and make sure nothing gets missed.
Step 4: File your Articles of Incorporation
The Articles of Incorporation is the document that officially creates your corporation with the state. You file it with the North Dakota Secretary of State, and the $100 state fee is due at the time of filing.
Corporation name (including the required designator)
Registered agent name and registered office street address
Number of authorized shares
Incorporator name and address
Purpose of the corporation (a general statement is fine for most businesses)
The Secretary of State provides sample Articles of Incorporation forms and filing instructions on its website. You can file online or by mail.
Step 5: Get an EIN from the IRS
An Employer Identification Number (EIN) is a federal tax ID the IRS uses to identify your corporation. You'll need one to open a business bank account, hire employees, and file federal tax returns. Applying directly through the IRS is free.
The fastest way to get an EIN is online through the IRS website using Form SS-4. The online application is available Monday through Friday, 7 AM – 10 PM ET, and you'll get your EIN immediately after completing it.
Step 6: Write your corporate bylaws
Bylaws are the internal rules that govern how your corporation operates. North Dakota doesn't require you to file bylaws with the state, but you do need to have them — and they matter more than people expect when disputes come up later.
Number and roles of directors and officers
How and when board meetings are held
Voting requirements for major decisions
How shares are issued and transferred
Procedures for amending the bylaws
Adopt your bylaws at your first organizational meeting, along with electing officers and issuing initial shares. Keep a copy in your corporate records book — you may need it when opening a bank account or bringing on investors.
FAQ
You incorporate in North Dakota by filing Articles of Incorporation with the North Dakota Secretary of State and paying the $100 state filing fee. Your Articles need to include your corporation name, registered agent, registered office address, authorized shares, and incorporator information. After the state approves your filing, get an EIN from the IRS and adopt your corporate bylaws.
You form the corporation with the state the same way you would a C Corporation — file Articles of Incorporation with the North Dakota Secretary of State. The S Corp designation is a federal tax election, not a state filing. After your corporation is formed and you have an EIN, you file IRS Form 2553 to elect S Corporation tax treatment. A tax professional can help you figure out whether the S Corp election makes sense for your situation.
Filing Articles of Incorporation with the North Dakota Secretary of State automatically creates a C Corporation — that's the default structure. You'll need a unique business name with a corporate designator, a registered agent with a North Dakota street address, and the $100 filing fee. After approval, get your EIN from the IRS and adopt your bylaws at your first organizational meeting.
The required document is your Articles of Incorporation, filed with the North Dakota Secretary of State. It needs to include your corporation name, registered agent name and address, number of authorized shares, and incorporator details. After formation, you'll also need corporate bylaws and an EIN from the IRS — though neither is filed with the state.
The North Dakota state filing fee for Articles of Incorporation is $100. Applying for an EIN directly through the IRS is free. If you use a registered agent service, that's a separate annual cost. There are no additional state fees to form the corporation itself beyond the $100 filing fee.
Yes. Every North Dakota corporation is required to have a registered agent with a physical street address in the state. The registered agent receives legal notices, tax correspondence, and official state filings on behalf of your corporation. You can serve as your own registered agent if you have a North Dakota street address and are available during business hours.
Yes. Corporations are required to have an Employer Identification Number (EIN) for federal tax purposes, regardless of whether they have employees. You'll also need an EIN to open a business bank account and file federal tax returns. You can apply for an EIN free through the IRS website using Form SS-4 — the online application gives you your EIN immediately.
