How to Start a Foreign LLC in North Dakota (Step-by-Step Guide)

If you have an LLC in North Dakota and want to expand your business beyond North Dakota, you must form a foreign LLC. Any business, especially a limited liability company, located in other states, starts its operation in North Dakota, must file a foreign LLC in North Dakota. To do so, every LLC needs to file additional filing documents, along with tax and relevant documents with the North Dakota government.

In this article, you’ll be reading about how to start a foreign LLC in North Dakota. Along with that, the page guides you through the steps involved in managing and maintaining a foreign LLC in North Dakota after you form it.

Forming a Foreign LLC in North Dakota

A foreign LLC does not need to be a company from another country but a business formed under the laws of another state. If you register your LLC in one state and operate your business in North Dakota, you probably need to register your LLC as a foreign entity here. Imagine, if your family owns a sushi restaurant in Alabama and you want to expand the chain somewhere in Texas, you must establish your restaurant in Texas as a foreign entity.

Anyone who has an active and in good standing LLC anywhere (except for North Dakota) and wants to expand their operations in North Dakota can file their LLC as a foreign entity. To start a foreign LLC in North Dakota, you need to register it with the North Dakota Secretary of State. Every state has a different rule for establishing a foreign LLC. Here are the steps to follow in North Dakota for registering a foreign LLC.

Note: These are generic steps to file a foreign LLC in North Dakota. Make sure to check with the State Secretary of State, before you start filing your business. – LLCBuddy Team

Step 1: Get the Certificate of Good Standing From Home State

Before you proceed to register your LLC in North Dakota as a foreign entity, you must get the Certificate of Good Standing issued from your home state SOS. This is an important document to register an LLC in a foreign state.

If your LLC is originally registered in North Dakota, then you must obtain the Certificate of Good Standing from North Dakota Secretary of State. If your LLC is in other states, the name of the same document might be different. Every LLC, registered in any state other than North Dakota must get this document to register a foreign LLC in North Dakota.

Filing Certificate of Good Standing: Obtaining a Certificate of Good Standing in North Dakota is straightforward. You must visit the Business Search page on the North Dakota SOS portal. Search your business by name, get the details, and click on the request certificate option to apply for the Certificate of Good Standing. You can also download the PDF form and submit it offline.

Step 2: Choose North Dakota Foreign LLC Name

Obtain a name reservation certificate and submit it with your foreign qualification requirements to the North Dakota Secretary of State. Your LLC’s legal name outside of North Dakota will be listed on the application, along with the name it will use in North Dakota. Take note of the requirements for naming your LLC.

You can use the same name as your domestic LLC name, however, that name should be available in North Dakota to use. Check name availability at North Dakota’s business entity names and reserve your LLC name. There are a bunch of LLC naming guidelines in North Dakota when it comes to forming a foreign LLC. Check the guidelines before you name your business.

Step 3: Select North Dakota Foreign LLC Registered Agent

A registered agent is a person responsible for receiving all official and legal documents on behalf of your company, whether it is located domestically or in a foreign state. For a foreign LLC in North Dakota, you must have a registered agent from North Dakota only. No matter where your domestic LLC is located, you must hire a registered agent from North Dakota for your foreign LLC.

You’ll need a registered agent to form a foreign LLC in North Dakota and take note that the North Dakota Registered Agent must have a local address. Here are the best LLC services on our list that will provide you with registered agents to ease your worries:

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Step 4: File Application for Registration for North Dakota Foreign LLC

The most important step is to send the application for registration with North Dakota SOS. Download the PDF form from the North Dakota Secretary of State website or file it online (whichever method is available). The form must be filled out with the following details:

LLC’s full legal name.
A fictitious name or a DBA (only if your LLC’s legal name is not available); Attach a statement of adoption of the fictitious name signed by all LLC members.
- DBA filing method in North Dakota: two methods, by mail and in person.
- Online: There is no online filing available
- Offline: For filing offline, you must send the accomplished DBA filing form to the North Dakota Secretary of State, 600 E. Boulevard Ave., Dept. 108, Bismarck, ND 58505-0500 or drop it off in person at the same address.
- DBA filing fee in North Dakota: $25
LLC’s principal office and mailing addresses
LLC formation state and date.
Registered agent’s name and address in North Dakota.
Date when your LLC will start operations in North Dakota.
Credit card information is on the last page of the form for the application fee.

Online Filing

To register a foreign limited liability company in North Dakota using the online method, you must Register with the SOS portal first. Click on ‘Business Account” and provide mandatory (*) information such as your name, desired user ID, password, and official email ID. Once registered, you will receive a confirmation email on your given email ID. You can proceed to the ‘Forms’ section to find the ‘Foreign Business Limited Liability Company Certificate of Authority Form’ to file your foreign LLC in North Dakota. Submit the form along with supportive documents related to the existing LLC in another state.

Offline Filling

Not Applicable

Foreign LLC Registration Fee in North Dakota: In North Dakota, forming an LLC as a foreign business entity costs a $135 processing fee. If you hire a professional service it may cost a little more but it will be hassle-free. There are no other costs related to filing a foreign LLC in North Dakota. The payment must be made using Credit or Debit Cards.

The LLC cost in North Dakota, even for foreign LLCs will differ between online filing and by mail. Also, read about what’s the major difference between North Dakota’s domestic and foreign LLCs.

Step 5: Determine How Your North Dakota Foreign LLC is taxed

Foreign LLCs are also subjected to the North Dakota Business Privilege Tax and must file LLC annual reports each year. If you have a single-member foreign LLC then it will be considered as a ‘disregarded LLC’ by IRS. That means the LLC will not be regarded as a company but it will be taxed as an individual (the owner). If you already have an LLC in the home state, you must have obtained the EIN as well. You don’t need to obtain the EIN in North Dakota for a foreign LLC separately as it is issued from the IRS.

For other types of LLCs (member-managed or manager-managed LLCs), it will be a ‘pass-through taxation‘ where the LLCs don’t get taxed separately, instead, the members and managers are taxed based on their personal income. So, foreign LLCs are taxed as same as domestic LLCs in North Dakota. However, it is recommended to check with the North Dakota Secretary of State for state-wise taxes.

Note that forming a foreign LLC would be good for your business as you can legally operate in a different state thus reaching a larger market and opening more opportunities for higher profit.

Filing North Dakota Foreign LLC Online – Quick Recap

Get the Certificate of Good Standing from your home state where your LLC is originally registered
Check if the name of your LLC is available in North Dakota to use for your foreign LLC. If not, file DBA name with North Dakota SOS.
Get a registered agent in North Dakota to represent your foreign LLC in North Dakota. Recommended, professional help instead of being your own registered agent.
File the Application of Foreign LLC with the North Dakota Secretary of State following the mentioned method(s) above.
Make the processing fee.

BOI Reporting

According to the Corporate Transparency Act, every LLC (or business) has to send a BOI reporting to the Financial Crimes Enforcement Network (FinCEN). Once you establish an LLC and if it is enlisted under the list of reporting companies, you must file your BOI report in North Dakota with the FinCEN.

After Forming North Dakota Foreign LLC

Here are added things you need to accomplish after forming your North Dakota Foreign LLC

Obtain Business Licenses. Find the business licenses you’ll need using the Business License Search. You can contact the license office at North Dakota Secretary of State.
File LLC annual reports and Business Privilege Tax. You must file an Annual Report before the stipulated time frame after forming your LLC in North Dakota. Here’s everything about North Dakota LLC Annual Reports.
Pay State Taxes like sales tax; you’ll need an EIN for your LLC.

FAQs

Can a foreign LLC do business in North Dakota?

Yes, a foreign LLC can do business in North Dakota by registering with the Secretary of State.

What is the process for forming a foreign LLC in North Dakota?

The process involves submitting a Foreign LLC Application for Registration to the Secretary of State along with the required fee.

Is there a specific name requirement for a foreign LLC in North Dakota?

Yes, the name of the foreign LLC must be distinguishable from other entities already registered in North Dakota.

Are there any publication requirements for a foreign LLC in North Dakota?

Yes, the foreign LLC must publish a notice in a local newspaper in North Dakota after registering with the Secretary of State.

What is the annual report requirement for a foreign LLC in North Dakota?

Foreign LLCs are required to file an annual report with the Secretary of State in North Dakota.

Can I operate multiple businesses under a foreign LLC in North Dakota?

Yes, a foreign LLC can operate multiple businesses in North Dakota under the same registration.

What is the registered agent requirement for a foreign LLC in North Dakota?

A foreign LLC must appoint and maintain a registered agent in North Dakota for service of process.

How long does it take to register a foreign LLC in North Dakota?

The registration process for a foreign LLC in North Dakota typically takes 1-2 weeks.

Are there any restrictions on the type of business activities a foreign LLC can engage in North Dakota?

Foreign LLCs must comply with all state regulations and restrictions on business activities in North Dakota.

Do I need to obtain a state tax ID for my foreign LLC in North Dakota?

Yes, foreign LLCs must obtain a state tax ID from the North Dakota Department of Revenue.

What are the filing fees for registering a foreign LLC in North Dakota?

The filing fee for registering a foreign LLC in North Dakota is $135.

Can I convert a foreign LLC into a domestic LLC in North Dakota?

Yes, foreign LLCs can convert into domestic LLCs in North Dakota by filing the appropriate paperwork with the Secretary of State.

Does a foreign LLC in North Dakota need to have a physical office in the state?

A foreign LLC must have a registered agent with a physical address in North Dakota, but does not need to maintain a physical office.

Can a foreign LLC in North Dakota be managed by members or managers?

Yes, a foreign LLC in North Dakota can be managed by members or appointed managers.

Are there any annual filing requirements for foreign LLCs in North Dakota?

Yes, foreign LLCs must file an annual report with the Secretary of State and pay the accompanying fee.

Is there a publication requirement for the annual report of a foreign LLC in North Dakota?

No, there is no publication requirement for the annual report of a foreign LLC in North Dakota.

Can a foreign LLC operating in North Dakota apply for special business licenses or permits?

Yes, foreign LLCs may need to apply for specific business licenses or permits depending on the nature of their business activities.

Can a foreign LLC in North Dakota hold meetings and conduct business virtually?

Yes, foreign LLCs in North Dakota can hold meetings and conduct business virtually as long as all legal requirements are met.

Are there any ongoing compliance requirements for foreign LLCs in North Dakota?

Yes, foreign LLCs in North Dakota must comply with all state laws, regulations, and tax requirements.

Are foreign LLCs in North Dakota required to maintain a business bank account?

It is recommended for foreign LLCs to maintain a business bank account in North Dakota for financial transactions.

Can a foreign LLC in North Dakota enter into contracts and agreements?

Yes, foreign LLCs in North Dakota can enter into contracts and agreements like any other business entity.

Can a foreign LLC in North Dakota apply for business loans and financing?

Yes, foreign LLCs in North Dakota can apply for business loans and financing from financial institutions.

Can a foreign LLC in North Dakota purchase real estate or assets?

Yes, foreign LLCs in North Dakota can purchase real estate or assets for business purposes.

Are foreign LLCs in North Dakota subject to state income tax?

Yes, foreign LLCs in North Dakota are subject to state income tax on their business activities in the state.

Can a foreign LLC in North Dakota elect corporate taxation status?

Yes, foreign LLCs in North Dakota have the option to elect corporate taxation status for federal tax purposes.

Are foreign LLCs in North Dakota required to maintain insurance coverage?

It is advisable for foreign LLCs in North Dakota to maintain insurance coverage for their business operations.

Can a foreign LLC in North Dakota dissolve or withdraw from the state?

Yes, foreign LLCs in North Dakota can dissolve or withdraw from the state by submitting the appropriate paperwork to the Secretary of State.

Are foreign LLCs in North Dakota required to file for a business license?

Depending on the nature of their business activities, foreign LLCs may be required to obtain specific business licenses in North Dakota.

How do I form a foreign LLC in North Dakota?

To form a foreign LLC in North Dakota, you must file an Application for Certificate of Authority with the Secretary of State.

Do I need a registered agent in North Dakota for my foreign LLC?

Yes, a registered agent is required for a foreign LLC in North Dakota. The registered agent must have a physical address in the state.

In Conclusion

Having a foreign LLC in North Dakota is nothing but expanding your business legally beyond the boundary of your domestic or home state. Starting a foreign LLC in North Dakota does not require a lot of documentation or tasks. However, it is always good to seek help from a professional when it comes to running your business. From getting the Certificate of Good Standing to hiring a registered agent in North Dakota, a professional or attorney can always be a perfect help. ZenBusiness is one of the most accurate and user-friendly services that offer a bunch of LLC formation services. They offer LLC formation for $0 (excluding the state formation fee).

The cost of registering a foreign LLC in North Dakota can vary depending on a range of factors. While the initial registration fees and ongoing expenses can be a significant investment, many companies find that the benefits of establishing a presence in the state outweigh the costs. By carefully considering the expenses involved and budgeting accordingly, companies can ensure that their foreign LLC in North Dakota is a success.