The North Dakota LLC operating agreement is a legal document that would be used by companies of any size, to establish various aspects of the company that will not only keep the company well running, but would also provide the benefit of protections to the members/owner that will be vital in the event that legal issues should arise under any circumstances.
North Dakota does not require this document to be in place in order for any company to operate within the State, however, without the completion and filing of this document, the laws will likely default to the State, which could leave the members/owners liable and could require that they liquidate personal and financial assets and accounts to make pay claims against the entity. With this document in place, all members are separated from the business and therefore their private assets are protected from the debts and liabilities of the business. The company shall also be provided tax benefits that would otherwise be unavailable to the company.
Table of Contents
Multi-Member – This document is designed for use by any company with more than one (1) member. This document shall establish the internal affairs, rules, ownership percentages of ownership, and more, that would be unanimously agreed upon by the members of the entity.
Single-Member – For use by a company with only one (1) owner/member, in order to establish general operating procedures. The form will establish a separation, in writing, between the company and member, providing protections needed when/if the company should experience difficulties, without placing the personal assets of the owner in jeopardy.
Filers should begin the LLC application process by ensuring that their business name is available for use and unique in the State’s records. By performing a , it is possible to verify that no other business has taken or reserved the name for future use, thus ensuring its availability.
Step 1 – Registered Agent
Each LLC in the State must elect a commercial or noncommercial Registered Agent. The agent will serve as a contact for the LLC in the event of service of process or litigation.
A commercial agent must be registered with the North Dakota Secretary of State.
A noncommercial agent may be either of the following:
- Person with residence in the State
- Domestic or Foreign corporation
- Domestic or Foreign LLC
Step 2 – Registration Application
Applications for both Domestic and Foreign LLCs can be found below. From the following two options, select the one specific to your entity type:
- Domestic LLC – Articles of Organization
- Filing fee – $135
- Foreign LLC – Certificate of Authority
- Filing fee – $135
Step 3 – Submit Filings
With your filings complete, you will need to submit your application and the filing fee to the North Dakota Secretary of State. Note that Foreign LLCs are asked to include a Certificate of Existence (or similar document) issued within ninety (90) days of filing.
Business Registration Unit, Secretary of State, State of North Dakota, 600 E Boulevard Avenue, Dept 108,
Bismarck, ND 58505-0500
Step 4 – Operating Agreement (optional)
The managing member(s) of an LLC may organize the internal affairs of their company by drafting an operating agreement. An operating agreement states the various policies of the business and provides proof of each member’s agreed upon duties and responsibilities.
Step 5 – Employer Identification Number (EIN)
An Employer Identification Number, or EIN, is a number issued to businesses by the Internal Revenue Service for the purpose of reporting tax information. The EIN will be necessary to conduct certain financial transactions such as opening company bank accounts or legally hiring employees. You can acquire an EIN for free by completing either of the following:
Step 1 – Download the document and enter the name of the company into the first line of the form.
Step 2 – The Agreement – Submit a date in which the agreement would become effective (dd/mm/yy)
- Check the applicable box
- Provide any required information
- Single-Member – Submit the name of the company and the state where the business is located. Enter the owner’s name, as well, their business address
- Multi-Member – Provide the names and addresses of all members
Step 3 – Name and Principal Place of Business – Submit the following:
- The name in which the business has been registered
- A physical business address
- The city where the company is located
Review all remaining information. Submit any required information as follows:
- The date of the formation of the entity (dd/mm/yy)
- Review all information contained in the following titles:
Member Capitol Contributions –
- Check an applicable box
- Single-Members – Review information provided
- Multi-Members – Provide each member’s name and enter their contribution amounts
- Check the correct box
- Single-Members – Read all of the information
- Multi-Members – Provide the names and Percentage Interest for members
- Members may continue by reviewing the remaining information
Step 4 – Books, Records and Tax Returns –
- Check the appropriate box
- Review all information
Continue by reviewing the following titles:
- Bank Accounts
- Management of the Company
- Select and check the applicable box
- Single-Member – Review
- Multi-Members – Review and proceed
- Submit the agreed upon limits, in each of the lines contained within the paragraph
Step 5 – Titled Sections – Check the box, if applicable – Review all of the following:
- Meetings of Members – Provide an annual member meeting date (dd/mm/yy)
- Assignment of Interests
- Ownership of Company Property (Single Members)
- Right of First Refusal
- Admission of New Members
- Withdrawal Events
- Dissolution and Liquidation – Check the appropriate box and review the information
- Representations of Members
- Certificates Evidencing Membership (Multi-Member) – Provide a company name. Enter an effective date, in dd/mm/yyyy format
- Indemnification (Sole Proprietors)
Step 6 – Signatures – Enter the following:
- Date the execution of the document
- The signature of a selected company representative
- Signature of each member
Once the document is complete, all members must receive copy of the document to keep in their own records.