Address of state corporation department:
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 10-19.1.
Title of filing: Articles of Incorporation.
Filing Fees: $90.
Other fees: Consent to be Registered Agent must be filed with Articles of Incorporation, $10 filing fee. Initial
franchise fee, minimum $50 (based on value of authorized shares of the corporation; $10 per each additional
$10,000 in excess of $50,000).
Name reservation: Reservable for renewable 12-month periods for $10 fee. (Section 10-19.1-14).
Name requirements: Corporation, Incorporated, Company, Limited, or abbreviation. (Section 10-19.1-13).
Incorporator requirements: One or more persons. (Section 10-19.1-09).
Corporate purpose requirements: General “all purpose” clause (see instructions). (Section 10-19.1-08).
Director requirements: One or more. (Section 10-19.1-33).
Paid-in capital requirements: None.
Annual report requirement: Yes, to Secretary of State. (Section 1-19.1-146). $25 filing fee.
Publication requirements: None.
Other provisions: The effective date of the Articles of Incorporation may be delayed up to 90 days if so stated
in the Articles. (Section 10-19.1-10(1)(e)). Also, the Articles may not limit the right of cumulative voting, or authorize
the issuance of stocks and bonds in violation of section 9 of Article XII of the state constitution. Section
10-19.1-10(2)) lists nineteen different provisions that will govern a corporation unless modified in the Articles.
For example, unless stated otherwise in the Articles, all shares have equal rights and preferences in all matters
not otherwise provided by the board, (Section 10-19.1-10(3)(h)), the par value of shares is fixed at one cent per
share for certain purposes, (Section 10-19.1-10(3)(i), and a written action of shareholders must be signed by all
shareholders (Section 10-19.1-10(3)(s)). For a complete list of the provisions, see Section 10-19.1-10(3). Also,
Section 10-19.1-10(4) lists eighteen different provisions that will govern a corporation unless modified in the
Articles or the bylaws. For example, a director serves for an indefinite term that expires upon the election and
qualification of a successor, (Section 10-19.1-10(4)(a)), a board meeting must be held at the principal executive
office if the board fails to select a place for a board meeting, (Section 10-19.1-10(4)(e), and a director may call a
board meeting without stating the purpose of the meeting (10-19.1-10(4)(f)). For a complete list of the provisions,
see Section 10-19.1-10(4).
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