Foreign qualification is the process by which a business entity that was formed in a different state seeks permission to operate in North Dakota. This involves registering with the Secretary of State in North Dakota and complying with the state's laws and regulations to conduct business activities within its jurisdiction.
There are 2 different ways to foreign qualify in North Dakota depending on your legal entity type and tax classification. Follow the guide below to help you register with the Secretary of State in North Dakota or use Mosey to do it.
Use Mosey to register with the Secretary of State in North Dakota.
Avoid the hassle of doing it yourself and use Mosey to automate foreign qualification, annual reports, and registered agent service.
North Dakota Foreign Registration for LLC
As a foreign limited liability company, if you are “transacting business” in North Dakota, you must register with the Secretary of State by filing a Foreign Limited Liability Company Certificate of Authority. North Dakota provides a non-exhaustive list of activities that do not constitute “transacting business” in lieu of defining “transacting business."
Acquire a Certificate of Existence
North Dakota requires a Certificate of Existence (also known as a Certificate of Good Standing) from your home state dated within 90 days to be submitted with your registration documents.
Establish a Registered Agent
You must continually maintain a registered agent in North Dakota to accept service of process. Your registered agent can be an individual who resides in North Dakota or a company registered with the Secretary of State that has a business office in North Dakota.
Create a North Dakota Login Account
If you have not done so already, create a ND Online login.
Complete and Submit a Certificate of Authority
Log into FirstStop with your North Dakota Login account. Then, select “Enter PIN” to prepare the Certificate of Authority, upload all required documents, pay the filing fee, and submit your foreign registration documents to the Secretary of State.
North Dakota Foreign Registration for C Corporation
As a foreign corporation, if you are “transacting business” in North Dakota, you must register with the Secretary of State by filing a Foreign Corporation Certificate of Authority. North Dakota provides a non-exhaustive list of activities that do not constitute “transacting business” in lieu of defining “transacting business.”
Acquire a Certificate of Existence
North Dakota requires a Certificate of Existence (also known as a Certificate of Good Standing) from your home state dated within 90 days to be submitted with your registration documents.
Establish a Registered Agent
You must continually maintain a registered agent in North Dakota to accept service of process. Your registered agent can be an individual who resides in North Dakota or a company registered with the Secretary of State that has a business office in North Dakota.
Create a North Dakota Login Account
If you have not done so already, create a ND Online login.
Complete and Submit a Foreign Corporation Certificate of Authority
Log into FirstStop with your North Dakota Login account then select “Enter PIN” to prepare the Certificate of Authority, upload all required documents, pay the filing fee, and submit your foreign registration documents to the Secretary of State.
What else do I need to know?
Once you are registered with the Secretary of State, you may have additional requirements to maintain your "good standing" in the state. Failing to do so can result in fines, back taxes, and forfeiting certain priveleges within the state.
Maintaining a Registered Agent
Most states require that you have a registered agent that can receive important mail from the Secretary of State should they need to contact you. There are many commercial options available or you can use Mosey to be your registered agent and keep your information private in North Dakota.
Annual Reports and Taxes
In addition to maintaining a registered agent, most states require you to file a report annually. Registration can also trigger state taxes such as a franchise tax or income tax. You can use Mosey to identify these additional requirements to maintain good standing in North Dakota.
