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How to Incorporate in North Dakota

How to Incorporate in North Dakota – Learn about the filing process, naming your business, and more to get started on the right foot.

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Overview

Introduction

Incorporating your business is one of the most important decisions you will make as a business owner. It not only provides limited liability protection for your personal assets, but can also help you raise capital, establish corporate credit, and build credibility with customers and suppliers.

There are many different types of business entities that you can choose from, and each has its own advantages and disadvantages. The most common types of businesses are sole proprietorships, partnerships, limited liability companies (LLCs), and corporations. In this guide, we will provide an overview of the incorporation process in North Dakota and how to choose the right type of business entity for your needs.

Basic Requirements for Incorporation

Before you incorporate in North Dakota, you need to choose a corporate name that’s not already in use and file Articles of Incorporation with the North Dakota Secretary of State. The Articles must include the corporation’s name, its duration, the names and addresses of the directors, the number of shares the corporation is authorized to issue, and the name and address of the incorporator. You also need to pay a filing fee.

Choose a corporate name

Your corporate name must contain one of the following designators: Corporation, Incorporated, Company, Limited, Corp., Inc., Co., Ltd. It cannot contain language stating or implying that the corporation is organized for a purpose other than that permitted by its articles of incorporation. Additionally, your name cannot be the same as or too similar to the name of another corporation on the records of the North Dakota Secretary of State or so similar as to lead to confusion or misunderstanding. You may reserve a corporate name for 120 days by filing an Application for Reservation of Name with the North Dakota Secretary of State.

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Appoint directors

Your corporation must have a board of directors. You may appoint yourself or anyone you choose as the initial director or directors. If you are the sole incorporator, you may act as the sole director until your first shareholder meeting. The number of directors is set forth in your articles of incorporation or bylaws. Directors must be natural persons eighteen years of age or older. Your bylaws may also set additional requirements for who may serve as a director.

File articles of incorporation

To form a corporation in North Dakota, you must file articles of incorporation with the North Dakota Secretary of State. The articles must include:
-The name of the corporation
-The address of the corporation’s registered office in North Dakota
-The names and addresses of the directors
-The duration of the corporation, if not perpetual
-The names and addresses of the incorporators
-A statement that the corporation is formed for a lawful purpose
-A statement that the directors are not liable for debts of the corporation to the extent provided by law

Advantages of Incorporation

When youincorporate in North Dakota, you create a business entity that’s legally separate from yourself. This has a number of advantages, including personal asset protection, tax benefits, and increased credibility. Let’s take a closer look at each of these advantages.

Limited liability

One of the biggest advantages of incorporation is that it provides limited liability protection to the business owner or owners. This means that if the company is sued, the owner’s personal assets are protected. The owner’s risk is limited to the amount of money he or she has invested in the company.

Tax benefits

Incorporating your business has a number of tax benefits. Perhaps the most significant benefit is that corporate income is taxed at a lower rate than personal income. Incorporating can also help you save on taxes by allowing you to deduct certain business expenses, such as travel and entertainment. You may also be able to avoid paying taxes on some of your business income by reinvesting it in the company.

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Increased credibility

Incorporating your business can offer many advantages, including the increased credibility that comes with being a corporation. When you form a corporation, you create a legal entity that is separate from yourself. This means that you and your shareholders are not held personally liable for the debts and obligations of the corporation. Creditors can only collect from the assets of the corporation, not from the personal assets of the shareholders. This separation of liability can give your business increased credibility with customers, suppliers, and other business contacts.

How to Incorporate in North Dakota

North Dakota is a great state to incorporate in because it has very business-friendly laws. The state also has a very low tax burden, which means that your business will have more money to reinvest. North Dakota is also a great state to live in because of its low cost of living and its high quality of life.

Choose a corporate name

You’ll need to choose a name for your corporation. The name:

Cannot be the same as or confusingly similar to the name of another corporation or business entity registered with the North Dakota Secretary of State
Must contain the word “Corporation,” “Incorporated” or “Limited,” or an abbreviation of one of these words
Cannot contain language stating or implying that the corporation is organized for a purpose not permitted by its articles of incorporation

Once you’ve chosen a name, you’ll need to check to make sure it’s available. You can do this by searching the North Dakota Secretary of State’s business name database.

If the name you want is available, you can reserve it for 120 days by filing a Name Reservation Request form with the North Dakota Secretary of State. The form must be filed by mail or in person, and there is a $25 filing fee.

Appoint directors

One of the first decisions you’ll make as a newly formed corporation is to appoint the directors who will serve on your board. The articles of incorporation must list the names and addresses of the first directors. You can change the composition of your board at any time by amending your articles.

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Although you are not required to have a board of directors, most corporations do. A corporation must have a minimum of one director. If you have more than one director, you’ll need to decide on a number that is appropriate for your business. You can increase or decrease the number of directors by amending your articles.

File articles of incorporation

The first step in incorporating in North Dakota is to file your articles of incorporation with the North Dakota Secretary of State. The filing fee for articles of incorporation is $100. You will need to provide the following information in your articles of incorporation:
-the name of your corporation
-the address of your corporation’s principal office
-the names and addresses of your corporation’s directors
-the length of time your corporation will exist (this can be unlimited)
-the purpose of your corporation
-the stock structure of your corporation
-the names and addresses of your incorporators
After you have filed your articles of incorporation, you will need to prepare and file your corporate bylaws. Your bylaws will govern the internal affairs of your corporation. You are not required to file your bylaws with the state, but you should keep them on file at your corporate office.

Conclusion

Incorporating in North Dakota has many advantages, including the state’s pro-business climate and low taxes. The process is relatively simple and can be done entirely online. With a few clicks, you can be on your way to starting a successful business in North Dakota.

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