In order to register as a Foreign Corporation in the state of North Dakota, you must first prove that you are registered in another state as a Domestic Corporation.  You prove this with a Certificate of Good Standing, sometimes referred to as a Certificate of Existence or a Certificate of Fact, from the state in which you are registered as a Domestic Corporation.  Cost of a Good Standing Certificate for your Domestic Corporation varies from state to state.



If the date on your Good Standing Certificate is older than 90 days then you need to get an updated certificate.   If you get your own Good Standing Certificate you must scan and email or send a copy to us before we submit your application for a North Dakota Foreign Corporation.

You can use the same name in North Dakota that you use in your home state, however, if the name of your Domestic Corporation is not available you need to choose another name.  Your North Dakota Foreign Corporation name can identify the type of products and services your business will provide; or it may be the name of the founder; or it can be a combination of the two or something else.

In any case, the North Dakota Foreign Corporation name that you choose must be distinguishable from the name of any other registered North Dakota Corporation or other business entity and the name must also be different from any reserved names on record with the state of North Dakota.  Your North Dakota Foreign Corporation name must not imply that it was formed for a purpose other than that stated in the Your North Dakota Foreign Corporation name must not be a name that is likely to mislead the public.

The name of a North Dakota Foreign Corporation must include the word "Foreign Corporation" or "Incorporated" or an abbreviation of one of these words.

It's important to choose a good name for your North Dakota Foreign Corporation because if you want to change it after you qualify you will have to file amended documents with the North Dakota Secretary of State (and pay a fee).

Every North Dakota Foreign Corporation must have an address that is physically located in the state of North Dakota.  This address is "registered" with the North Dakota Secretary of State.  The Registered Address cannot be a PO Box and is where official and legal correspondence can be delivered.

The individual or company that is registered with the state of North Dakota to receive all correspondence on behalf of the North Dakota Foreign Corporation is called a "Registered Agent".  You may act as your own Registered Agent, however, many North Dakota Foreign Corporations hire a Registered Agent because they don't have a physical address within the state of North Dakota or to provide a distinct level of privacy.

In order to Qualify as a Foreign Corporation in North Dakota you must file Registration Documents with the North Dakota Secretary of State.  In North Dakota the registration documents are named "Certificate of Authority Foreign Corporation Application".

The registration documents must include certain specific information about your North Dakota business.  If the Registration Documents do not conform exactly to state of North Dakota requirements they will be rejected. 

If you need to change any of the information on your registration documents after your North Dakota Foreign Corporation has been approved, you may amend the registration documents for your North Dakota Foreign Corporation but you will have to pay a fee to the state of North Dakota in order to make the changes official.

  You may choose that your North Dakota Foreign Corporation to be taxed as a C Corporation or S Corporation. 

A C Corporation is what you may think of as a traditional Corporation like General Electric or Ford.  C Corporations pay a Corporate income tax to the state if that state taxes Foreign Corporations. 

You may choose to have your North Dakota Foreign Corporation taxed as a S Corporation.  S Corporations "pass through" all corporate profits to the shareholders (owners) who then pay tax at their applicable personal rate.  S Corporations do not pay any North Dakota Corporate Income Tax.

The Corporation Tax structure in the state of North Dakota consists of three tax brackets:

• 0- $25,000 - 2.1%
• $25,001 - $50,000 - 5.3%
• Over $50,000 - 6.4%

Note that forming a North Dakota Foreign Corporation does not take the place of obtaining a local business license, tax registration certificate, or other required business permits.  A North Dakota Foreign Corporation merely creates an ownership structure that limits the owners' personal liability.  You may still need to take care of getting set up to do business with your local government.

Depending on the nature of the business and the location of your North Dakota Foreign Corporation within North Dakota you may need to get one or more local business licenses or permits.  The business licenses or permits that are required for your North Dakota Foreign Corporation vary depending on your business activities and the specific locations within the state of North Dakota in which you want to conduct business.

If your North Dakota Foreign Corporation will be selling products in North Dakota you may be required to obtain a Reseller's Permit from the appropriate North Dakota state agency.  If your North Dakota Foreign Corporation will be selling products in North Dakota you will also be responsible for all applicable local and state of North Dakota sales taxes if there are any.

The North Dakota Corporation Annual Report includes basic information about your North Dakota Foreign Corporation including information on your Officers and Directors.

Failure to submit a properly completed North Dakota to the North Dakota Secretary of State on or before the due date may subject the North Dakota Foreign Corporation to being administratively dissolved in the state of North Dakota or having its authority to transact business in the state of North Dakota revoked by the North Dakota Secretary of State.

Penalties may accrue if you fail to file any North Dakota Foreign Corporation to the North Dakota Secretary of State by the due date.

Foreign Corporations that either do business in the state of North Dakota or that derive income from sources within the state of North Dakota are subject to North Dakota and federal tax laws.  If you are engaged in intrastate business and derive income from other states besides North Dakota, you must allocate the amount of income derived from the state of North Dakota in order to determine your North Dakota state taxes.