To form a C Corporation in North Dakota, you file Articles of Incorporation with the Secretary of State. Swyft Filings prepares and files them for a $0 service fee, so you only pay the $100 state filing fee. Our premium packages include services such as custom bylaws drafting, EIN filing, document review by a business attorney, and registered agent services to cover the rest of your North Dakota C Corp formation process.
Starting a North Dakota C Corp begins with choosing a name that is clear in the Secretary of State's records and uses only letters from the English alphabet, since North Dakota doesn't accept characters outside the ASCII character set. From there, you appoint a registered agent. Next, you configure your share structure before submitting your Articles of Incorporation to the Secretary of State.
Once your Articles are filed, you draft your corporate bylaws. From there, you hold your organizational meeting to formally put the corporation in motion, and the final step is to apply for an EIN from the IRS.
Each step builds on the one before it, which is why North Dakota founders who skip ahead usually end up circling back, most often to fix an incorrectly listed registered agent or bylaws that never addressed voting rights. You can walk through all seven steps using the breakdown below:
Step 1: Choose a Business Name for Your North Dakota C Corp
Your name lands on your Articles, your bank paperwork, your contracts, and your website. It deserves more than a quick decision. Say it out loud, ask whether it hints at what you sell, and test whether a customer could spell it after hearing it once.
If you are stuck, run your rough ideas through our free business name generator. It gives you AI-generated variations in minutes, so you can compare a shortlist instead of staring at a blank page.
Once you have a favorite, check it against North Dakota's corporate naming rules in N.D.C.C. § 10-19.1-13:
English characters only. The name must use letters or characters from the ASCII table, the basic English character set on a standard keyboard.
A corporate word. The name must include "company," "corporation," "incorporated," "limited," or an abbreviation of one of those words.
No LLC or partnership wording. The name cannot include "limited liability company," "limited partnership," "limited liability partnership," or "limited liability limited partnership," or any abbreviation of them.
No misleading purpose. The name cannot suggest a purpose other than a lawful business purpose or the one stated in your Articles.
Distinguishable on state records. The name must be different enough from every other corporation, LLC, limited partnership, LLP, and LLLP on file. It must also differ from reserved names, registered fictitious names, trade names, and registered trademarks or service marks.
Approval for restricted words. Words such as "bank," "banker," "banking," "trust," and "trust company" need written approval from the North Dakota Department of Financial Institutions.
"Distinguishable" means the Secretary of State can tell two names apart on its records. The office makes that call under North Dakota Administrative Code ch. 72-03-02, so a small change to an existing name may not be enough.
Next, search your name in the Secretary of State's Business Search. This is an entity search, which means you look through the state's records to see whether another business already holds your name or one too close to it. Run the Business Search first, then the Trademark Search, since a registered state trademark can also block a corporate name.
Treat a clear result as a preview. The Secretary of State makes the final decision after reviewing your filing, so hold off on signs, packaging, and printing until your filing is acknowledged.
If your name is too close to an existing one, you have two ways forward. You can file a signed Consent to Use Business Name from the current holder along with your Articles, which adds a $10 fee. Or you can file a certified copy of a North Dakota court judgment that gives you the prior right to the name.
Yes. North Dakota holds a reserved corporate name for 12 months, and you can renew it for successive 12-month periods under N.D.C.C. § 10-19.1-14. The fee is $10. Some states hold a name for only 120 days, so this is a long runway if you are still raising money or building a team. To reserve a name, search FirstStop first, then file the Reserve Name Application from your FirstStop account. Enter the name exactly as you plan to file it, including the corporate word, and pay the $10 fee. A reservation holds the name and nothing more. It does not create your corporation, so you still need to file your Articles before the 12-month period ends.
Yes, if your corporation will sell under a name that is not the one on your Articles. North Dakota calls this a trade name, and the rules sit in N.D.C.C. ch. 47-25. Most people know it as a DBA (doing business as). A shortened version of your legal name counts too. If your corporation is "Prairie Line Builders Corporation" and you advertise as "Prairie Line," that shorter name is a trade name. Registration costs $25 through FirstStop, lasts five years, and renews for $25. A registered trade name gives you exclusive rights to that name in North Dakota only. It also creates a public record that connects the name to its owner. Swyft Filings can help you register your DBA if you would rather not do it yourself.
Filing your Articles protects your name inside North Dakota only. It does not stop a business in another state from using something similar, and it does not cover your logo or slogan. The Secretary of State is also not required to check the federal trademark index when it reviews a name, so a federal registration may take priority over your state filing. You can register a mark with the Secretary of State under N.D.C.C. ch. 47-22, but a federal registration supersedes it. If you plan to sell online or open locations in other states, file a federal trademark. Search its database before you print anything with your name on it.
Step 2: Appoint a North Dakota Registered Agent
A registered agent (also called a resident agent or statutory agent) is the person or company that accepts legal papers and official notices for your corporation. North Dakota sets the rules in N.D.C.C. ch. 10-01.1. Your Articles need the agent's name, so you have to choose before you file.
The Secretary of State also sends its own letters to your agent's address. That includes annual report notices and updates about your standing. Pick someone who opens mail promptly.
A North Dakota registered agent must meet these requirements:
Have a physical street address in North Dakota. A P.O. box does not count.
Be an individual who lives in North Dakota, or a corporation or LLC registered with the Secretary of State that has a business office in the state.
Agree to serve before you name them. You do not file proof of this, but the state expects you to have it.
Stay in place. A corporation must keep a North Dakota agent on record for as long as it exists.
If you name a company as your agent, that company must be authorized to do business in North Dakota and in good standing with the Secretary of State.
No. A business cannot serve as its own registered agent. An individual connected to the business, such as you or a co-founder, can act as the noncommercial agent if that person lives in North Dakota. Serving as an agent does not make the individual liable for what the corporation does. Founders who live in another state need a North Dakota resident or a registered business to take the role. A registered agent service fills that gap for many out-of-state owners.
A commercial registered agent has filed a listing with the Secretary of State and appears on the FirstStop list of commercial agents. When you name one on your Articles, you enter only the agent's name. The state already has the address. A noncommercial agent is someone like a friend, a business partner, or a company that has not filed that listing. Your Articles must show that agent's full North Dakota street address (N.D.C.C. § 10-19.1-10). Both types can serve your corporation. The difference shows up later. When a commercial agent updates its address, the change reaches every business it represents. A noncommercial agent's change is filed separately for each business.
The state sends notices to the agent address on your record. If that address is out of date, you can miss annual report notices and other letters without knowing it. Updating the record quickly keeps you in touch with the state. If your agent resigns or loses its North Dakota registration, you must appoint a new one. The Secretary of State can act when no new agent is named in time, which can include placing the corporation in Not Good Standing status.
Log in to FirstStop, open your corporation's record, and file the change of registered agent or registered office. The Business Corporation Act covers this filing in N.D.C.C. § 10-19.1-16. The fee is $10 for each business that uses a noncommercial agent. Enter the new agent's name and, for a noncommercial agent, the full North Dakota street address. Get the new agent's approval first, and keep a copy of the confirmation with your corporate records. You can also change your registered agent through Swyft Filings.
Step 3: Configure Your Share Structure
Shares are the units of ownership in your corporation. Your Articles must state the aggregate number of shares the corporation can issue (N.D.C.C. § 10-19.1-10). That number is a ceiling, not the count you hand out on day one, so plan it before you file.
North Dakota fills any gaps with default rules. These apply unless your Articles or a shareholder control agreement say something different:
All shares are common shares with equal rights, and each share has one vote.
Shareholders elect directors using cumulative voting.
Shareholders hold certain preemptive rights, which means a first chance to buy new shares before outsiders do.
A written action taken without a meeting must be signed by all shareholders. The same rule applies to written actions by the board, which need every director's signature.
Regular shareholder meetings do not have to be held unless a shareholder demands one under the conditions in the statute.
Read that list before you pick a share count. These defaults decide how much say a founder keeps once investors join.
Most founders divide the ceiling among three groups. Founders and early team members come first. Then comes an option pool for future hires, which many corporations size at 10% to 20% of authorized shares, and finally room for at least one investor round.
Equity for employees usually comes with a vesting schedule (a timeline for earning shares), and four years with a one-year cliff is a common setup. Once your structure is set, issue the shares, record each one in a stock ledger, and confirm your offering fits a federal securities exemption. If you rely on Rule 506(b), you file Form D with the SEC within 15 days of your first sale.
Put every decision in writing in a shareholder agreement. Verbal understandings about votes and board seats are hard to prove later.
The Business Corporation Act asks you to state a number, and the Secretary of State's fee schedule lists one flat $100 registration fee for a domestic corporation. A larger share count does not raise that fee. The real limit is planning. Many small corporations start with a round number, such as 1,000 or 10,000 shares, and leave most of them unissued. If you outgrow the number, file Articles of Amendment. The domestic amendment fee is $20, so fixing a low estimate is cheap in North Dakota. Still, a bit of headroom saves you the extra filing.
Only if you want something other than the default single class of common shares. If you plan to issue preferred stock, or two classes with different voting power, write those terms into your Articles. Preferred stock is built for outside investors. Its holders are usually paid before common shareholders if the company is sold or shut down. A Class A and Class B setup lets a founder hold shares with more votes per share while raising money from others. Your Articles or bylaws can also set the order in which shareholders receive distributions (N.D.C.C. § 10-19.1-92). Spelling this out early avoids a debate later.
Cumulative voting lets each shareholder multiply their shares by the number of open board seats and then allocate those votes however they choose. Picture a shareholder with 100 shares and three open seats. That person has 300 votes and can place all of them on one candidate. The rule helps a minority owner win a seat on the board. North Dakota makes it the default under N.D.C.C. § 10-19.1-39, and you can change it in your Articles or a shareholder control agreement.
Yes. The Articles or bylaws can limit the transfer of shares under N.D.C.C. § 10-19.1-70. The most common tool is a right of first refusal, a rule that a shareholder who wants to sell must offer the shares to the company or the other shareholders first. Agree on this rule before anyone owns stock. It is far easier to settle terms while everyone is still at the same table. A buy-sell provision in your shareholder agreement can also cover what happens to a shareholder's shares if that person dies.
Step 4: File Your North Dakota Articles of Incorporation
North Dakota uses a single form for business and farming corporations, called the Business or Farming Corporation Articles of Incorporation. A business corporation checks the box for the North Dakota Business Corporation Act (N.D.C.C. ch. 10-19.1). The filing fee is $100, plus $10 for each Consent to Use Business Name you need.
The Articles ask for these items:
Your corporate name, following the Step 1 rules
A statement that each incorporator is at least 18 years old
The registered agent's name, plus a full North Dakota address if the agent is noncommercial
The address of your principal executive office, which must be a street address
The aggregate number of shares the corporation can issue
The name and address of each incorporator
Optional items, such as a later effective date, the names of your first directors, or a limit on directors' personal liability for money damages (N.D.C.C. § 10-19.1-50)
The Secretary of State directs new businesses to file in FirstStop. You can also send the paper form to the Secretary of State, Business Registration Unit, 600 E Boulevard Avenue, Dept 108, Bismarck, ND 58505.
The Secretary of State reviews your Articles for completeness and legal compliance before accepting them; it doesn't just process whatever you submit. If something's wrong, the filing doesn't go through, and you'll see the rejection reflected in your FirstStop account rather than getting your corporation formed on the date you originally submitted. Swyft Filings specialists review your details before we submit, which lowers the odds of a rejection.
Your North Dakota record holds three addresses, and each one has a different job. The principal executive office is the address of your elected or appointed president, and it must be a street address. The mailing address is where the corporation receives mail, and it can be a P.O. box. The registered office is your agent's address, where legal documents and state notices are sent. These three addresses can match, or they can all be different.
Yes. Your Articles can set a later effective date, up to 90 days after the certificate of incorporation is issued. This helps if you want the corporation to begin on the first day of a month or a new tax year. Your corporation keeps the right to its name until that date arrives. Set the date when you file, because it belongs in the Articles themselves.
A foreign corporation is one formed under the laws of another state or country. You do not refile Articles. You file an Application for Certificate of Authority with the Secretary of State under N.D.C.C. § 10-19.1-135, and the filing fee is $145. The application needs a certificate of good standing (or certificate of existence) from your home state that was certified within 90 days of your application. You also need a North Dakota registered agent. If you plan to use a different name here, file a trade name as well. The Secretary of State lists signs that you are doing business in North Dakota. They include having a store or office in the state, having employees working here, owing sales tax here, and winning a state contract. Our foreign qualification process covers this filing if you are expanding into North Dakota.
Step 5: Create Corporate Bylaws
Bylaws are your corporation's internal rulebook. North Dakota does not ask you to file them, and the state does not check that you have them. You keep them with your corporate records and adopt them at or before your organizational meeting.
North Dakota supplies default rules for how a corporation runs until your Articles, bylaws, or a shareholder control agreement say otherwise. A few of the most useful ones:
Topic
North Dakota default
Board meeting location
The principal executive office, if the board does not choose a place
Calling a board meeting
Any director can call one, and the notice does not have to state the purpose
Board quorum
A majority of the board
Director term
Indefinite, until a successor is elected
Director pay
Set by the board
Shareholder meeting notice
No fewer than 10 and no more than 50 days
Shareholder quorum
A majority of the voting power entitled to vote
Those defaults may not match how you want to run your business. Your bylaws are the place to fix that. Most corporations also add officer titles and duties, a method for filling vacancies, share transfer rules, indemnification (a promise to cover certain costs for directors and officers), and a process for amending the bylaws.
Swyft Filings' corporate bylaws service drafts these based on your actual share structure instead of handing you a generic template.
The state does not require you to file bylaws, and nothing breaks on the day you form without them, because North Dakota's default rules fill the gaps. The catch is that those defaults were written for everyone, not for your business. They may require every shareholder's signature for a written action, for example, which is hard to get once you have investors. Banks, investors, and lenders often ask to see bylaws. Having them ready also shows that the corporation operates as a separate legal entity from its owners. That separation helps protect your personal assets.
The corporation does, not the Secretary of State. Keep the signed, current version in your minute book alongside your Articles, meeting minutes, and stock ledger. An officer, often the secretary, usually looks after these records. If you use a registered agent service, ask for a copy of your governing documents to be stored in your online account too. A second copy is easy insurance.
That depends on your documents. Under North Dakota's default rule, the power to adopt, amend, or repeal bylaws sits with the board (N.D.C.C. § 10-19.1-10). Your Articles or a shareholder control agreement can change that. Shareholders still have a strong tool. They elect the directors, and cumulative voting can help a minority group win a seat. If you want shareholders to have a say in bylaw changes, write that into your Articles or agreement instead of leaving it open.
Yes. North Dakota allows a shareholder control agreement under N.D.C.C. § 10-19.1-83, and it can modify many of the default rules listed in the Business Corporation Act. This gives closely held corporations room to run in a way that fits their owners. Founders often use one to set who sits on the board, how big decisions get approved, and what happens if two owners disagree. A business attorney can draft it so it works together with your Articles and bylaws. Our premium packages connect you with an attorney for a consultation.
Step 6: Hold an Organizational Meeting
Once the Secretary of State approves your Articles, your initial directors hold the corporation's first official meeting. If the Articles did not name directors, the incorporators (the people who signed the Articles) step in and elect the board.
This is where the paperwork you prepared becomes real. Common business at this meeting includes:
Adopting your bylaws
Electing officers, usually a president, secretary, and treasurer
Issuing the first shares and recording them in your stock ledger
Setting your fiscal year
Approving any share transfer rules
Authorizing an officer to open the corporate bank account and apply for an EIN
Ratifying any steps the incorporators took before the meeting
It moves your corporation from "filed with the state" to "ready to operate." Until directors adopt bylaws, elect officers, and issue stock, the corporation has a legal existence but no working structure or ownership record. The meeting also gives you a dated record of who authorized what. Banks and investors ask for that record more often than you might expect.
You do not file minutes with the Secretary of State, and the state does not request them. Even so, they are one of the best pieces of proof that your corporation follows its own rules. That matters if a bank, a buyer, or a court ever asks whether the business is truly separate from its owners. Good minutes are short. Note the date, who attended, each decision, and who voted. Sign them and place them in your minute book.
Not every director has to be there. A majority of the board makes a quorum, and board action needs the vote of a majority of the directors present. A director who cannot attend does not prevent the meeting from proceeding. If you want to skip a live meeting altogether, North Dakota's default rule requires every director to sign a written action. A solo founder can handle this alone by signing a written action that records each decision.
Step 7: File for an Employer Identification Number
An Employer Identification Number, or EIN, is a nine-digit federal tax ID from the IRS. Think of it as a Social Security number for your corporation. Apply for an EIN after the state approves your Articles, so that the name and details on your application match those on your certificate.
Your North Dakota C Corp needs an EIN to:
Open a business bank account
Hire employees and run payroll
File your federal Form 1120 and your North Dakota Form 40
Register with the North Dakota Office of State Tax Commissioner for withholding or sales tax
Apply for a business credit card or loan
Keep your Social Security number off vendor forms and contracts
There are no additional fees from the IRS, but the process is complex. Most owners prefer a small fee for professional filing to avoid mistakes.
The IRS application does not check with the state, so it can technically be done early. Still, waiting is the better move. If the Secretary of State asks for a name change, an EIN issued under the old name no longer matches your record. Wait for your certificate of incorporation, then apply using the exact legal name shown on it.
The responsible party is the individual who controls or manages the corporation, such as a founder or the president. The IRS asks for that person's Social Security number or ITIN on the online application. If the responsible party has neither, the application can be sent by mail or fax using Form SS-4. Choose someone who will stay involved, since the IRS uses that name on its records.
What Are the Post-Formation Requirements for a C Corp in North Dakota?
Filing your Articles creates the corporation. A few recurring tasks keep it in good standing and keep the tax side in order.
Open a Business Bank Account
Bring your certificate of incorporation or filed Articles, your adopted bylaws, your EIN confirmation letter, and the minutes that authorize the account. Open it before your first business transaction. See our guide to opening a business bank account for what most banks ask for.
Keep the account separate from your personal money. Mixing funds blurs the line between you and the corporation, and that line helps protect your personal assets.
Get Business Licenses and Permits
North Dakota does not issue one general business license. Many agencies hand out licenses, including the Attorney General, the Securities Department, the State Electrical Board, the State Plumbing Board, and the Department of Financial Institutions. The Secretary of State licenses contractors, home inspectors, notaries, charitable solicitors, and professional fundraisers.
What you need depends on your industry and your city. Check with your city or county, and with the state board for your field, before you open. Our business license research service can look up the federal, state, and local requirements for you.
If you sell taxable goods or services, register with the Office of State Tax Commissioner. The state sales tax rate is 5%, and cities and counties can add their own tax. You can look up a combined rate in the state's rate lookup tool on ND TAP. Many items taxed elsewhere, such as groceries, electricity, natural gas, and most professional services, are exempt in North Dakota.
File Your Annual Report Every Year
Every domestic business corporation in North Dakota files an annual report with the Secretary of State by August 1. The fee is $25. Your first report is due in the year after the calendar year you registered, so a corporation registered in October 2026 files its first report by August 1, 2027.
You file in FirstStop, and the report is short. You update your mailing address, your business activities, and your officers and directors. It does not ask for financial statements, and it is separate from your tax return.
The Secretary of State must receive the report by the deadline, or a late fee applies. A missed report also moves the corporation to Not Good Standing status, which lenders, investors, and vendors often check. You have up to a year to reinstate to Good Standing, and the state can begin involuntary termination if the report stays unfiled.
Some third parties send letters offering to file annual reports for large fees. The Secretary of State says the report is simple to file yourself in FirstStop. You can also hire an annual report filing service, and a calendar reminder for August 1 is a good habit either way.
How Much Does it Cost to Form a C Corp in North Dakota?
Fee
Cost
Articles of Incorporation (domestic)
$100
Consent to Use Business Name (each)
$10
Name reservation (12 months)
$10
Trade name registration (5 years)
$25
Trade name renewal
$25
Registered agent or office change
$10
Articles of Amendment (domestic)
$20
Certificate of Good Standing
$20
Certificate of Authority (foreign corporation)
$145
Annual report (due every August 1)
$25
Dissolution (plus $10 intent to dissolve if shares were issued)
$20
Your Swyft Filings service fee is $0, so the minimum cost to form your corporation is the $100 state filing fee. State fees are set by the Secretary of State and can change.
Need Help With Your C Corp Formation in North Dakota?
Forming a C Corp in North Dakota comes down to accurate filing, a qualified registered agent, a share structure that fits your plans, and a calendar for your annual report. Swyft Filings has helped 600,000+ businesses since 2015. Our business formation specialists know North Dakota Secretary of State requirements, so your paperwork is filed the first time accurately. Tell us about the business you want to build, and we will handle the paperwork.
*Disclaimer: This guide offers general information about forming a C Corp in North Dakota and is not a substitute for legal, tax, or financial advice.*
Check C Corp Formation Guides for Other States
C Corp rules, filing costs, and corporate tax structures vary by jurisdiction. Select any state below to view its specific C Corp laws.
Starting a North Dakota C Corp means filing Articles of Incorporation, appointing a registered agent, and staying current with the annual report. Swyft Filings has been helping businesses form and stay compliant since 2015. Our team knows the North Dakota Secretary of State requirements and can file your C Corp quickly, accurately, and in full compliance.
North Dakota treats farming and ranching corporations as their own type of corporation under N.D.C.C. ch. 10-06.1. A farming or ranching corporation can have no more than 15 shareholders, and they must be related individuals or certain trusts and estates. It must be engaged in farming or ranching, and it cannot own land just to rent it out to others.
In practice, the rules keep farm and ranch ownership with related people who work the operation. An authorized livestock farm corporation has its own limits, including a cap of 160 acres and 10 shareholders. If your C Corp has anything to do with agricultural land, review that chapter or talk with an attorney before you file. The Articles form has a separate box for farming corporations, and those filings need an initial report about shareholders and land.
A corporation formed in North Dakota is not limited to North Dakota. You can sell to customers anywhere, but once you carry out business in another state, that state may require you to qualify as a foreign corporation there. That usually means a separate filing, a fee, and a registered agent in that state.
A corporation is taxed as a C Corp by default. Its profits are taxed at the corporate level, and dividends you receive are taxed again on your personal return. The Secretary of State's registration does not show either label. Your tax status comes from the IRS.
An S Corp is a corporation that elects to be treated as a pass-through entity by filing [Form 2553]. North Dakota then does not tax the entity's income at the entity level, and the profit moves to the owners' personal returns. The trade-offs are a limit of 100 shareholders, restrictions on who can own shares, and a single class of stock. Those limits rule out S status for most companies planning to raise venture capital.
It typically takes 1–3 business days to process a North Dakota C Corp filing when submitted online. Mailed filings may take longer due to delivery time and processing. If the filing contains errors or missing information, additional time may be required for corrections.
Our basic package prepares and files your Articles of Incorporation, the document that legally creates your corporation. A registered agent, bylaws drafting, and similar services come with our premium packages or can be added separately. Not every founder needs every piece on day one.
Most corporations do need bylaws, an EIN, and a registered agent soon after formation. Pick the package that covers what you need now, and add the rest when the time comes.
