Incorporate in North Dakota for FREE^*

Incorporation is the process of registering a business as a corporation and making it recognizable under law as its own legal entity. Incorporating a business can be a complicated process because each state has its own requirements for registering and operating a business as a corporation. Knowing the necessary steps and forms, however, will help keep you organized and stress-free. 

With our easy business registration service, you simply answer a few questions and we create your initial paperwork and file it with the state for you. The first business entity registration is free for Rocket Legal+ members—you pay only the state filing fees. Then, you can make and personalize all the legal documents you need for your business. Store everything online in your Rocket Lawyer account.

What is a C-Corp? 

A C-Corp, or C-Corporation, is a common business entity type. More specifically, a C-Corp is a corporation taxed under Subchapter C of the U.S. Code. Under Subchapter C, corporations are subject to tax at both the corporate and individual level (sometimes called “double taxation”). Depending on the situation, this may result in lower or higher tax burdens for the shareholders. 

C-Corps allow for anyone to be an investor and for an unlimited number of shareholders and multiple share classes.

As with other types of corporations, C-Corporations provide a common and well-known legal structure for businesses and offer their shareholders some limited liability. Except for certain instances of fraud or misconduct, a shareholder is not liable for the debts or obligations of a corporation beyond the shareholder's investment into the corporation.

Corporations are treated as a C-Corp by default, unless another type of tax treatment is selected, such as an S-Corp.

What is an S-Corp? 

Like C-Corps, S-Corps provide a common and well-known legal structure for businesses and offer their shareholders some limited liability. However, S-Corps have two main differences from C-Corps: they are taxed differently and they have more restrictions with shares.

An S-Corporation, or S-Corp, is an IRS election that allows a company to be treated like an LLC for income tax purposes, that is, as a “pass-through" entity. Instead of income taxes being owed at both the company and individual level, the income of an S-Corp is only taxed at the individual level, which means it passes through the company directly to the owners and shareholders. Again, this may result in lower or higher tax burdens for the shareholders depending on the situation.

S-Corps have more restrictions regarding shares and shareholders than C-Corps. Specifically, S-Corps can have no more than 100 shareholders, only one class of shares, and only U.S. residents or citizens as investors.

One area of common confusion is what type of entity can elect S-Corp status. Remember that this election is simply a tax choice, not a governance or legal structure choice. Both limited liability companies (LLCs) and corporations can choose S-Corp status if they qualify under the IRS's guidelines.

There are similarities between a North Dakota S-Corp and a C-Corp regarding personal liability, management, structure, and compliance. The differences in North Dakota, however, come down to the following:

• Ownership Rules: A C-Corp can have an unlimited number of shareholders and unlimited classes of stock. An S-Corp is limited to a maximum number of shareholders, usually 100, and just one class of stock.
• Taxes: A C-Corp is taxed on a separate basis from its shareholders. It files taxes at the corporate level, then shareholders may be further taxed on income they receive. S-Corps are "pass-through" tax entities. No taxes are paid at the corporate level. Instead, corporate owners pay taxes individually.
• Documents: An S-Corp must file IRS Form 2553 to elect S-Corp status.

Your corporation’s name should be unique and make a statement about your business. Make sure it complies with the following North Dakota requirements:

• Your name must include "Corporation," "Corp.," "Incorporated," "Inc.," "Company," "Co.," "Limited," or "Ltd."
• Your name must be expressed in English, or at least using English letters.
• You can't use a deceptive or confusing name. For example, don't name your corporation "Noah's Snacks and Pies" if you sell lawn and garden equipment.
• Choose a name that's unique and original. It can't be the same as, or deceptively similar to, that of an existing registered business. It can't match any name already reserved with the Secretary of State.
• Your name can't include prohibited terms, such as "Bank," "Banker," "Banking," "Trust," or "Trust Company." These words imply a quality, credential, import, or status that's not accurate. They're reserved for use by the Bank of North Dakota, state banks, national banks, and trust companies. The only exception is if your Articles of Incorporation are supported by written approval from the North Dakota Department of Financial Institutions.

Need help coming up with a business name for your corporation? Try the Rocket Copilot™ AI Business Name Generator, a free tool to help you brainstorm business names and get started registering your corporation.

Each state has its own personnel requirements for incorporating. In North Dakota, you must follow these rules:

• Age requirement: Incorporators must be at least 18 years of age. There is no age requirement for officers or directors.
• Number of directors: Single-officer or single-director corporations are allowed in North Dakota. You don't have to disclose your corporation's directors and officers in your Articles of Incorporation, but you do have to give the names and complete mailing addresses of your incorporators. Addresses can be post office boxes. A North Dakota corporation is required to have only one incorporator. Incorporators must be individuals. They can't be corporate entities, and they must sign the Articles.
• Residency: Incorporators, officers, and directors do not have to live in North Dakota. They can receive mail and notice in any jurisdiction. An incorporator is the person who signs your Articles of Incorporation, delivers the document to the Secretary of State for filing, and organizes the corporation.

Your corporation must designate a registered agent. This is the person or business responsible for receiving tax, legal, and government documents for your corporation during regular business hours. Your registered agent can be a citizen of North Dakota or a business in the state, but it can't be the corporation itself. In North Dakota, registered agents are called "commercial registered agents" or "noncommercial registered agents," and they must have mailing addresses in the state. The address must include a street address. It can't be just a post office box or a drop box. We can help you designate a registered agent when you incorporate with us.

Your Articles of Incorporation must also include information about the aggregate number of shares the corporation has authority to issue. The par value per share of stock must also be stated. If the stock shares are divided into classes, their classifications must be given, along with disclosures as to the class, number, and par value per share.

North Dakota requires that corporations file annual reports. The reports are due each year on Aug. 1. Forms for the reports are mailed to the corporation's registered agent prior to filing time.

Nearly every state has standard processing times, but not all provide expedited processing for corporations. In North Dakota, there are a few fees that you may be charged when you register your business as a corporation. They include the following:

State fee: $100.

Rocket Lawyer filing fee: $0 $99.99.

• First filing FREE* for Rocket Legal+ members (excluding state fees).
• Get additional filings HALF OFF with Rocket Legal+.

Processing time: 3-4 weeks.

Note: The above state fees and processing times (including expedited processing fees and times) are provided as a summary and may or may not encompass various fees mandated by your state or local authorities. Your state may also change these fees and processing times over time and without notice. If you have questions, speak to a Rocket Lawyer Business Pro to understand the costs and processing times that apply to your specific filing.

Businesses can save up to $2,500 per year with a Rocket Legal+^™ membership. This calculation is based on total savings on an initial business registration and registered agent, trademark, and business tax filing services for Rocket Legal+ members (a total cost of $924.97) compared to Rocket Legal members (a total cost of $1,949.96). This is in addition to savings on the average cost of 5 hours for document preparation by a non-Rocket Lawyer network attorney at the average attorney hourly rate in the U.S. of $300 (an estimated cost of $1,500 when purchased without any form of Rocket Lawyer membership) compared to unlimited use of customizable business documents for both Rocket Legal+ and Rocket Legal members at no extra cost.

Yes – North Dakota corporations must pay taxes. Before opening your doors for business, apply to the IRS for an EIN, an employer identification number. An EIN is similar to a Social Security number, but it's for a business. All corporations that have or will have employees need an EIN.

We have more information about the tax structure of North Dakota S-Corps and C-Corps.

North Dakota suggests that corporations create legal documents and records such as Corporate Bylaws and Corporate Minutes. These records can help maintain your corporate status. We have a list of state-by-state requirements for both Bylaws and Meeting Minutes. It's a good idea to create and maintain these documents regardless of whether North Dakota officially requires them. They can protect the legality of your corporate status, and they can shield you from personal liability.

We wish you success with your new North Dakota corporation! You can count on Rocket Lawyer for all the business, tax, and legal help you need at a price you can afford.

If you are planning to operate in another state, you may need to register a corporation in that state. Rocket Lawyer can help you determine which states you should register in.

Other states may have their own rules for foreign corporations that originate in North Dakota or domestic corporations that also operate in North Dakota. Talk to an attorney to understand the legal and tax requirements for the state(s) in which you plan to operate.