How to Amend Articles of Organization in North Dakota (2024)


Steve Bennett
Steve Bennett
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Amend North Dakota Articles of Organization

Amendment of Articles of Organization is required when you make changes to your LLC. While forming an LLC in North Dakota, you must file the formation document. At some point in time, if you might need to update/change any of the information shared in the Articles of Organization, you must file the Amended Certificate of Authority with North Dakota SOS.

To amend your North Dakota Articles of Organization, you will need to follow a specific process, which typically involves filling out a form, paying a fee, and submitting the amended articles to the North Dakota SOS. The process is not a lengthy one. In this article, LLCBuddy editors shared how to amend North Dakota Articles of Organization without any hassle. Note that the process explained here is a generic process. It is recommended to consult a professional or attorney beforehand.

What is Articles of Organization in North Dakota?

The Articles of Organization is a document that is required to form an LLC in North Dakota. The document must be submitted online or by mail to the North Dakota Secretary of State. Certain details need to be added while filing the North Dakota Articles of Organization. The following are the points to be added to the formation document at the time of LLC registration-

articles of organization
  • Name of your North Dakota LLC
  • The principal address of the LLC
  • Name and address of the North Dakota Registered Agent
  • Names of all the members and managers of the LLC
  • Summary of the LLC’s operation
  • Start date of the LLC
  • Purpose of the LLC
  • Signature of all the members and managers of the LLC

How to Amend North Dakota Articles of Organization

Changes such as name, physical address of the business, address or/and name of the North Dakota Registered Agent, or any other changes listed above must be amended with the SOS. It is easy to amend the Articles of Organization in North Dakota. There are three prominent steps to follow. The steps are as follows-

Step 1: Determine What Changes You Need in North Dakota LLC

The first step is to determine what changes you need to make or if you need any changes. For some business experts, it is good to make structural or some other changes to upgrade your LLC after a point of time. For example, managers can change, LLCs can be restructured or move to other places, cities, or states, and you can also change the registered agent.

These are common changes that often occur in limited liability companies. If you have to make those changes, you must proceed with drafting the Amended Certificate of Authority with North Dakota Secretary of State.

Step 2: Draft the North Dakota Amended Certificate of Authority

The next step is to draft the Amendment. To Amend the Articles of Organization, you need the following-

  • Name of the LLC
  • Purpose of the LLC
  • Entity filing number
  • Amendments
  • Members and Managers’ signature.
  • Along with these details, LLCs must submit more documents to the North Dakota SOS.

Step 3: File North Dakota Amended Certificate of Authority

To file the Amended Certificate of Authority in North Dakota, you need either an online or offline form. You can do that online in most states by signing in to the Secretary of State’s official portal. To file the amendment in North Dakota, you must fill up the form (online or offline) and send it back to the SOS (online or by mail).

For the online filing, the form must be submitted using the North Dakota Secretary of State‘s portal. For offline (by mail) filing, the PDF form must be sent to the North Dakota, 600 E Boulevard Avenue Dept 108, Bismarck ND 58505-0500. The amendment filing fee of $50 must be paid at the time of form submission.

Why Amend Articles of Organization?

There are six reasons why you need to file the Amended Certificate of Authority in North Dakota. Following are the six points to note-

Change of North Dakota LLC Name: If you change the name of the LLC, you must file it with the SOS. LLCs do not often change the names, but in some cases, if they change it, they immediately have to inform the North Dakota SOS through Amendment.

It is recommended to check if the name change is absolutely necessary. Because it can affect the whole business. In some cases, it is better to start a new LLC than change the name of an existing one.

Tip from LLCBuddy

Change of North Dakota LLC Address: Like the business name, if the principal address of the LLC is changed or the company is moved to another place, then North Dakota LLC has to file the amendment certificate.

Change of Registered Agent: A Registered Agent is the most important person in the LLC. However, when you change or remove the Registered Agent, you must file the amendment with the North Dakota SOS.

Change of North Dakota LLC Management: This is another important reason why one should file the Amendment Certificate. If the managerial structure changes in your LLC, it must be filed with the SOS. The new structure, manager, or change in ownership must be filed.

Change of the Purpose of North Dakota LLC: The purpose of the LLC is mentioned in the Articles of Organization when it is filed. If the purpose is changed at any time, for example, a non-profit in North Dakota changes to a for-profit organization, or vice-versa, it must be filed with the SOS.

Change of North Dakota Tax Structure: The North Dakota LLC classification of taxes is mentioned in the Articles of Organization at the time of registration of the LLC. Later, if the LLC wants to change the tax structure, it must file the amendment certificate with North Dakota SOS.

Cost to File North Dakota Amended Certificate of Authority

The cost of filing the Amendment Certificate in North Dakota is $50. For other types of filing costs, please visit the official website of North Dakota Secretary of State.

Penalties for Not Filing Amended Certificate of Authority

Failure to amend North Dakota Articles of Organization can lead to legal issues against the LLC. Not filing the amendment certificate means non-compliance with the LLC in North Dakota. Another consequence of not filing an amendment in North Dakota is facing legal issues by violating state laws. For example, if a member-managed LLC becomes a manager-managed one in the future and the LLC does not file an amendment, it will be considered a violation of state law. Hence, the LLC might face legal issues.

FAQs

How do I amend North Dakota Articles of Organization?
To amend North Dakota Articles of Organization, you must file an Articles of Amendment form with the North Dakota Secretary of State.
What information do I need to include in the Articles of Amendment for North Dakota?
You will need to include the name of your LLC, the amendment you are making, and the effective date of the amendment in the Articles of Amendment for North Dakota.
Can I make multiple amendments in one Articles of Amendment filing in North Dakota?
Yes, you can make multiple amendments in one filing in North Dakota as long as they are all related to the same LLC.
How much does it cost to file an Articles of Amendment in North Dakota?
It costs $20 to file an Articles of Amendment in North Dakota.
Can I file the Articles of Amendment online in North Dakota?
Yes, you can file the Articles of Amendment online through the North Dakota Secretary of State website.
How long does it take for the North Dakota Secretary of State to process the Articles of Amendment?
The processing time for the Articles of Amendment in North Dakota is typically 5-10 business days.
Do I need to notify any other agencies or departments after filing the Articles of Amendment in North Dakota?
No, once you file the Articles of Amendment in North Dakota, the Secretary of State will update their records accordingly.
Can I amend the name of my LLC in North Dakota?
Yes, you can amend the name of your LLC in North Dakota by filing an Articles of Amendment with the updated name.
Do I need to provide a reason for amending the Articles of Organization in North Dakota?
No, you do not need to provide a reason for amending the Articles of Organization in North Dakota.
Can I change the registered agent for my LLC when amending the Articles of Organization in North Dakota?
Yes, you can change the registered agent for your LLC when amending the Articles of Organization in North Dakota.
Do I need to amend the Articles of Organization in North Dakota if I only need to update my address?
Yes, you should file an amendment to update the address on your Articles of Organization in North Dakota.
Can I make amendments to the management structure of my LLC in North Dakota?
Yes, you can make amendments to the management structure of your LLC in North Dakota by filing an Articles of Amendment.
Can I dissolve my LLC by amending the Articles of Organization in North Dakota?
No, you will need to file Articles of Dissolution to dissolve your LLC in North Dakota.
Are there any restrictions on what I can amend in the Articles of Organization in North Dakota?
There may be restrictions based on the existing provisions in your LLC’s Articles of Organization in North Dakota.
Can I add or remove members from my LLC by amending the Articles of Organization in North Dakota?
Yes, you can add or remove members from your LLC by amending the Articles of Organization in North Dakota.
How do I know if my amendment has been approved by the North Dakota Secretary of State?
You will receive a confirmation of filing from the North Dakota Secretary of State once your amendment has been approved.
What happens if my amendment is rejected by the North Dakota Secretary of State?
If your amendment is rejected, you will receive a notice with the reason for rejection and instructions on how to correct the issue.
Can I file an expedited amendment with the North Dakota Secretary of State?
No, the North Dakota Secretary of State does not offer expedited processing for amendments.
Do I need to publish the amendment in a newspaper in North Dakota?
No, you do not need to publish the amendment in a newspaper in North Dakota.
Can I amend the purpose of my LLC in North Dakota?
Yes, you can amend the purpose of your LLC in North Dakota by filing an Articles of Amendment.
Do I need to update my operating agreement when I file an amendment to the Articles of Organization in North Dakota?
It is recommended to update your operating agreement to reflect the changes made in the Articles of Organization in North Dakota.
Can I file an amendment if my LLC is not in good standing in North Dakota?
No, you must bring your LLC into good standing before filing an amendment in North Dakota.
Can I change the fiscal year end of my LLC by amending the Articles of Organization in North Dakota?
Yes, you can change the fiscal year end of your LLC by amending the Articles of Organization in North Dakota.
Can I add additional business activities to my LLC by amending the Articles of Organization in North Dakota?
Yes, you can add additional business activities to your LLC by amending the Articles of Organization in North Dakota.
Is there a deadline to file an amendment to the Articles of Organization in North Dakota?
There is no deadline to file an amendment, but it is recommended to do so as soon as the change is needed in North Dakota.
Can I add or remove an LLC manager by amending the Articles of Organization in North Dakota?
Yes, you can add or remove an LLC manager by amending the Articles of Organization in North Dakota.
Can I change the principal office address of my LLC by amending the Articles of Organization in North Dakota?
Yes, you can change the principal office address of your LLC by amending the Articles of Organization in North Dakota.
Can I amend the distribution of profits and losses in my LLC by amending the Articles of Organization in North Dakota?
Yes, you can amend the distribution of profits and losses in your LLC by amending the Articles of Organization in North Dakota.
Can I amend the duration of my LLC by amending the Articles of Organization in North Dakota?
Yes, you can amend the duration of your LLC by amending the Articles of Organization in North Dakota.
What is the process for amending North Dakota Articles of Organization?
To amend the Articles of Organization in North Dakota, you will need to file the appropriate form with the Secretary of State.

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In Conclusion

While running a limited liability company in North Dakota, it might be possible to make changes. From the name of the business to the Registered Agent, the management of the LLC can be changed over time. Every time you make any changes, you must file the amendment. You must consider that changing LLC names should not occur more often unless it is totally required. The name is the first identity of your LLC; changing it frequently directly affects the company’s branding. Filing the Amended Certificate of Authority is mandatory as well as crucial, and failure to do so can lead to legal issues and non-compliance with state laws.

This article shares all the important steps you need to follow to file the Amended Certificate of Authority in North Dakota. While you follow the steps shared in this article, make sure to consult a professional or attorney. If you are looking for a professional LLC formation service at $0, we recommend ZenBusiness. By following the steps outlined in this article and submitting the necessary documents to the North Dakota Secretary of State, LLCs can successfully amend their Articles of Organization and maintain compliance with state regulations.

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