North Dakota requires most registered business entities to file an Annual Report with the North Dakota Secretary of State. This report updates the state with current information about your entity, helping to maintain its active status and good standing. The specific due date and associated fees/penalties vary significantly by entity type. In addition to this, there are annual tax-related filings with the North Dakota Office of State Tax Commissioner and specific requirements for charitable organizations.
Why is it important to file? Maintaining good standing with the State of North Dakota is crucial for your entity’s legal operation. Failure to comply with these filing requirements can lead to penalties and negative consequences, including:
Late Fees: North Dakota assesses specific late fees that vary by entity type and how long the report is overdue.
“Not in Good Standing” Status: Your business will be marked as “Not in Good Standing” if the report is not filed by the due date.
Involuntary Dissolution/Revocation: If the annual report is not filed within a specified period (e.g., six months for LLCs, one year for corporations and nonprofits) after the deadline, your domestic entity may be involuntarily dissolved, or your foreign entity’s authority to transact business in North Dakota may be revoked.
Loss of Liability Protection: For LLCs and corporations, involuntary dissolution can lead to the loss of personal liability protection for the owners and managers, potentially exposing personal assets to business debts and lawsuits.
Loss of Name Protection: Your entity’s name may become available for others to use.
Inability to Conduct Business: A dissolved or revoked status can hinder your ability to legally enter into contracts, maintain bank accounts, or defend yourself in North Dakota courts.
Complex Reinstatement: Reinstatement is a time-consuming and costly process, requiring the filing of all delinquent reports and payment of all accumulated fees and penalties, plus a reinstatement fee.
Specific Requirements by Entity Type in North Dakota:
For Most Business Entities (LLC, Corporation, LLP, LP, LLLP) in North Dakota:
Annual Report (North Dakota Secretary of State):
Frequency: Annually.
Filing Method: Primarily filed online through the North Dakota FirstStop portal. Some forms may be available for paper filing.
Information Required: Entity’s legal name, North Dakota Secretary of State ID number, current principal office mailing address, current Registered Agent information (name and street address), and information on the entity’s governing persons (e.g., officers/directors for corporations/non-profits; members/managers for LLCs; general partners for partnerships).
For Corporations (For-Profit & Professional) in North Dakota:
In addition to the Annual Report:
Annual Report Due Date:
Domestic Corporations (North Dakota): By August 1st of each year.
Foreign Corporations (Out-of-State): By May 15th of each year.
Annual Report Filing Fee:$25.00.
Late Penalties:
If filed after the initial deadline but by November 1st: an additional $20.00 late fee (total $45).
If filed after November 1st: an additional $60.00 late fee (total $85).
North Dakota Corporate Income Tax (North Dakota Office of State Tax Commissioner – Form 40):
Frequency: Annually.
Due Date: By the 15th day of the 4th month following the close of your taxable year (e.g., April 15th for calendar year filers).
Extensions: North Dakota generally grants an automatic 6-month extension to file if a valid federal extension (IRS Form 7004) is filed. This is an extension to FILE, not an extension to PAY; any tax due must still be paid by the original deadline to avoid interest and penalties.
No separate Corporate Franchise Tax: North Dakota does not impose a separate franchise tax for corporations.
For Limited Liability Companies (LLCs) in North Dakota:
In addition to the Annual Report:
Annual Report Due Date: By November 15th of each year.
Annual Report Filing Fee:$50.00.
Late Penalty: An additional $50.00 late fee if filed after November 15th (total $100).
North Dakota Income Tax: LLCs are generally treated as pass-through entities for North Dakota income tax purposes (unless they elect to be taxed as corporations).
Single-Member LLCs (Disregarded): Income and losses are reported on the owner’s individual North Dakota income tax return (Form ND-1 for residents, Form ND-1NP for nonresidents). No separate state-level return is typically filed by the LLC itself.
Multi-Member LLCs (Partnership-Taxed): If your LLC is a multi-member LLC taxed as a partnership, it generally needs to file Form 58, Partnership Income Tax Return, with the North Dakota Office of State Tax Commissioner. This is an informational return. Nonresident member withholding may apply.
Corporate-Taxed LLCs: If your LLC has elected to be taxed as a C-corporation for federal purposes, it will file Form 40 and be subject to North Dakota corporate income tax. If electing S-corporation treatment, it will file Form 60.
For Partnerships (General Partnerships, Limited Partnerships, Limited Liability Partnerships, Limited Liability Limited Partnerships) in North Dakota:
Annual Report Requirement (North Dakota Secretary of State):
General Partnerships (GPs): Generally, GPs formed by agreement are NOT required to file an annual report with the North Dakota Secretary of State.
Limited Partnerships (LPs), Limited Liability Partnerships (LLPs), Limited Liability Limited Partnerships (LLLPs): These entities ARE required to file an Annual Report.
Due Date: By March 31st of each year.
Filing Fee:$25.00.
Late Penalty: North Dakota Century Code specifies penalties for LLPs/LLLPs failing to file within six months of the due date, leading to forfeiture of registration.
North Dakota Partnership Income Tax Return (North Dakota Office of State Tax Commissioner – Form 58):
Frequency: Annually.
Due Date: By the 15th day of the 4th month following the close of your taxable year (e.g., April 15th for calendar year filers).
Note: This is generally an informational return. Partnerships are usually pass-through entities, and the partners pay tax on their share of the income. Nonresident partner withholding may apply.
Extensions: North Dakota generally grants an automatic extension to file if a valid federal extension is filed. This is an extension to FILE, not an extension to PAY.
For Non-Profit Corporations and Non-Profit LLCs in North Dakota, please also note the following:
In addition to the Secretary of State filing:
Annual Report (North Dakota Secretary of State):
Frequency: Annually.
Due Date: By February 1st of each year.
Filing Fee:$10.00.
Late Penalty: A $5.00 late fee if filed after February 1st (total $15.00).
Charitable Organization Registration and Annual Report (North Dakota Secretary of State – Licensing Division):
If your non-profit solicits charitable contributions in North Dakota, you must generally register and file an annual report with the North Dakota Secretary of State, Licensing Division, unless specifically exempt (e.g., certain religious or educational organizations).
Due Date: Annually, by September 1st of each year.
Filing Fee:$10.00 for the annual report. (Initial registration fee is $25.00).
Required Attachments: This renewal typically requires submitting information along with a copy of your federal IRS Form 990 series return.
Penalties: Failure to file can lead to the registration no longer being in effect, preventing legal solicitation of contributions.
North Dakota Exempt Organization Business Income Tax (North Dakota Office of State Tax Commissioner – Form 40 if applicable):
Frequency: Annually, if applicable.
Applies if: Your non-profit has unrelated business taxable income (UBTI) that exceeds the federal filing threshold. If so, a North Dakota Corporate Income Tax return (Form 40) would be filed to report and pay tax on UBTI.
No other state-level income tax: Generally, if your non-profit has obtained 501(c) tax-exempt status from the IRS, it is also exempt from North Dakota corporate income tax purposes (unless it has UBTI).
Federal IRS Form 990 Series: As a federally tax-exempt organization, your non-profit must file an annual information return with the IRS (Form 990, 990-EZ, 990-PF, or 990-N, depending on your gross receipts and assets). This is typically due by the 15th day of the 5th month after your fiscal year ends (e.g., May 15th for a December 31st fiscal year-end).
What information is generally required for these filings? The various North Dakota filings typically require verification or updating of the following:
Your entity’s legal name and North Dakota Secretary of State ID number.
The current principal office mailing address.
The name and physical street address of your North Dakota Registered Agent.
For Corporations and Non-Profits: Names and addresses of your principal officers and directors.
For LLCs: Names and addresses of managers (if manager-managed) or members (if member-managed).
Updated contact information for the entity.
For tax filings: Financial information (income, expenses).
For Non-Profits (Charitable Solicitation): Confirmation of your federal tax-exempt status, details regarding any charitable solicitation activities, and financial information for charitable reporting.
How can we assist you? We understand that navigating these compliance requirements, especially with North Dakota’s varying due dates and penalty structures for different entity types, can be complex. We are here to assist you with understanding and fulfilling your North Dakota compliance obligations. Our services for these filings include:
Determining your specific filing requirements and due dates.
Gathering the necessary information.
Preparing and accurately filing your Annual Reports with the North Dakota Secretary of State.
Assisting with the preparation and filing of your North Dakota tax returns (e.g., corporate income tax, partnership income tax) (if applicable).
Preparing and filing any applicable non-profit charitable registrations and annual reports.
Arranging payment of the applicable fees/taxes.
Confirming receipt and good standing with the North Dakota Secretary of State and, if applicable, the Office of State Tax Commissioner and Licensing Division.
What we need from you: To facilitate these filings, fill up the information sheet:
Please do not hesitate to contact us at your earliest convenience to discuss your North Dakota compliance obligations. We can help ensure your entity remains in good standing and avoids any potential adverse consequences.
