Address of state office for filing:
Business Division
Secretary of State
600 E. Boulevard Ave. Dept. 108
Bismarck ND 58505-0500
Telephone: 701-328-4284
State web address: http://www.nd.gov/
State law reference: North Dakota Century Code, Chapter 10-32.
Title of filing: Articles of Organization.
Filing Fee: $125
Name requirements: The official name must contain the words “Limited Liability Company” or the abbreviation “LLC” or “L.L.C.” (Section 10-32-10). A company name may be reserved for renewable 12-month periods for a fee of $10. (Section 10-32-11).
Organizer requirements: A limited liability company may be organized by one person. The organizer must be an individual person. (Section 10-32-05).
Articles of Organization requirements: Must contain the following: (1) name of company, (2) registered agent name and office address, (3) name and address of each organizer, (4) effective date or organization, if later than the date on which the certificate of organization is issued (may be up to 90 days later), duration of company, if less than perpetual), (5) duration of company, if less than perpetual, and (6) any additional matters. (Section 10-32-07).
Annual report requirement: Yes, to Secretary of State. (Section 10-32-149). $50 filing fee.
Publication requirement: No.
Effective date of limited liability company organization: On the date of official approval of Articles of Organization, the company becomes a legal entity and the members are shielded from personal liability. (Section 10-32-09). The effective date may be delayed up to 90 day of the issuance of the Certificate of Organization, if so stated in the Articles. (Section 10-32-07)(1)(d)).
Membership requirements: Minimum number required is one. (Section 10-32-06). The member may be a natural person or a business entity. (Section 10-32-02(40)). The Articles of Organization must specifically authorize the company to have less than two members.
Other: Consent to be Registered Agent must be filed with Articles of Organization, $10 filing fee. Also, Section 10-32-07(2) contains twenty-two different provisions that will govern the company unless modified in the Articles of Organization. For example, unless stated in the Articles, the company must allow cumulative voting for governors (Section 10-32-07(2)(d)), the voting power of each membership interest is in proportion to the value reflected in the required records of the contributions of the members (Section 10-32-07(2)(m)), and a written action by the members taken without a meeting must be signed by all members (Section 10-32-07(2)(p)). For a complete list, see Section 10-32-07(2). Separately, Section 10-32-07(3) lists eighteen different provisions that will govern the company unless modified in the Articles, a member control agreement, or in the bylaws. For example, a majority of the board is a quorum for a board meeting (Section 10-32-07(3)(g)), and members have no right to interim distributions except as provided through the bylaws or an act of the board (Section 10-32-07(3)(r)).
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