North Dakota Foreign Corporation

A North Dakota foreign corporation registration is required of any corporation that has formed in another state, but is expanding into or doing business in North Dakota.

According to NDCC, Section 10-33-127, a foreign corporation cannot conduct activities in the state or obtain state or local licenses or permits until it files as a North Dakota foreign corporation. The state does not define specific activities that count as doing business—but if a South Dakota corporation opens a store in Williston, that corporation is likely required to register as a foreign corporation in North Dakota.

Certificate of Authority—North Dakota Foreign Corporation Application

The Certificate of Authority is similar to Articles of Incorporation for new domestic businesses: it is the document by which records of the business are filed with the Secretary of State's office in Bismarck.

This Certificate of Authority must contain the following information about the foreign corporation in North Dakota:

  1. Type of foreign corporation (business, professional, or nonprofit; farm corporations cannot operate as foreign corporations in North Dakota)
  2. Name of corporation as registered in its domestic state
  3. Mailing address of principal executive office in North Dakota (cannot be a PO Box)
  4. State of domestic incorporation
  5. North Dakota registered agent
  6. Registered agent in the domestic state
  7. Nature of business intending to be conducted in North Dakota
  8. The President, Vice President, Secretary, Treasurer, and Directors' names and addressees (officers may also serve as directors)

The Certificate of Authority must also set forth an individual who can be contacted about the filing.

Certificate of Good Standing—Proof of existence in domestic state

A certificate of good standing (or certificate of existence) from the North Dakota foreign corporation's domestic state must be submitted to the Bismarck offices along with the Certificate of Authority.

This certificate of good standing can be obtained from the Business Services or similar division of the Secretary of State of the domestic state, and it will show North Dakota that you are active and in good standing in that initial state. (If you are shown to be in inactive status, further action may need to be taken in the original domestic state before filing as a foreign corporation in North Dakota.

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Domestic businesses in North Dakota

The above information is only for businesses that have registered first in another state and wish to conduct business in North Dakota. For information on starting a business in North Dakota, please see the links below: