Articles of Organization

To form an LLC in North Dakota, articles of organization must be signed by at least two persons organizing the LLC and delivered, along with a copy, to the North Dakota Secretary of State, Corporations Division for filing. State law requires that certain information be included in your articles of organization. This information must include:

  • The LLC name
  • The address of the registered office of the limited liability company and the name of the limited liability company’s registered agent at that address
  • The name and address of each organizer
  • The effective date of organization
    • If a later date than that on which the certificate of organization is issued by the secretary of state; and
    • Which may not be later than ninety days after the date on which the certificate of organization is issued
  • If the articles of organization are filed with the secretary of state: (1) Before July 1, 1999, a statement stating in years that the period of existence for the limited liability company must be a period of thirty years from the date the articles of organization are filed with the secretary of state, unless the articles of organization expressly authorize a shorter or longer period of duration, which may be perpetual. (2) After June 30, 1999, a statement stating in years the period of existence of the limited liability company, if other than perpetual
  • Any other provisions not inconsistent with law relating to the management of the business or the regulation of the affairs of the limited liability company

Filing

Your LLC is considered organized once the original articles of organization and one exact or conformed copy is delivered to the Corporations Division of the Secretary of State by one or more individuals eighteen years of age or more acting as organizers.

A certificate of organization will be issued and delivered along with the conformed copy to the representative of the LLC. The original articles of organization will in turn be filed with the Secretary of State along with the month, day and year of filing.

Additionally, forming an LLC generally requires inclusion and/or considering of the following:

Operating Agreement

Although not required, LLC members may adopt an operating agreement to regulate the internal affairs of the company, including the management of the LLC, which may also be amended and repealed as allowed by the agreement or applicable law.

Membership

A LLC must have at least one or more members.

Resignation of Membership

A member always has the power, though not necessarily the right, to terminate the member’s membership by resigning or retiring at any time. Certain prohibitions exist surrounding the right of a member to resign from the company.

  • A member may not resign from a limited liability company except in accordance with the operating agreement or articles of organization

Contribution

The contributions of a member to the LLC may consist of any cash, property, services rendered, or a promissory note or other binding obligation to contribute cash or property or to perform services.