INCORPORATION OF LLC
The law relating to the incorporation of a Limited liability Chapter 10-32 of the North Dakota Code.
LIMITED LIABILITY COMPANY NAME
The limited liability company name:
- Must be in the English language or in any other language expressed in English letters or characters;
- Must contain the words "limited liability company", or must contain the abbreviation "L.L.C." or the abbreviation "LLC", either of which abbreviation may be used interchangeably for all purposes authorized by this chapter, including real estate matters, contracts, and filings with the secretary of state;
- May not contain a word or phrase that indicates or implies that it may not be organized under this chapter;
- May not contain the word "corporation", "incorporated", "limited partnership", "limited liability partnership", "limited liability limited partnership", or any abbreviation of these words;
- May not contain a word or phrase that indicates or implies that it is organized for a purpose other than a legal business purpose for which a limited liability company may be organized under this chapter; and
- May not be the same as, or deceptively similar to:
- The name, whether foreign and authorized to do business in this state or domestic, unless there is filed with the articles a document which complies with subsection 3, of:
A fictitious name already registered; or
- Another limited liability company;
- A corporation;
- A limited partnership;
- A limited liability partnership; or
- A limited liability limited partnership;
A trade name already registered.
The secretary of state shall determine whether a limited liability company name is deceptively similar to another name for purposes of this chapter. If the secretary of state determines that a limited liability company name is deceptively similar to another name for purposes of this chapter, then the limited liability company name may not be used unless there is filed with the articles:
- The written consent of the holder of the rights to the name to which the proposed name has been determined to be deceptively similar; or
- A certified copy of a judgment of a court in this state establishing the prior right of the applicant to the use of the name in this state.
- The exclusive right to the use of a limited liability company name may be reserved by any person.
- The reservation is made by filing with the secretary of state a request that the name be reserved together with the fees.
- If the name is available for use by the applicant, the secretary of state shall reserve the name for the exclusive use of the applicant for a period of twelve months.
- The reservation may be renewed for successive twelve-month periods.
- The right to the exclusive use of a limited liability company name reserved may be transferred to another person by or on behalf of the applicant for whom the name was reserved by filing with the secretary of state a notice of the transfer and specifying the name and address of the transferee together with the fees.
REGISTERED OFFICE AND AGENT
A limited liability company shall continuously maintain a registered office in this state. A registered office need not be the same as the principal place of business or the principal executive office of the limited liability company.
A limited liability company shall appoint and continuously maintain a registered agent. The registered agent may be an individual residing in this state, a domestic corporation or a domestic limited liability company, or a foreign corporation or foreign limited liability company authorized to transact business in this state. The registered agent must maintain a business office that is identical with the registered office. Proof of the registered agent's consent to serve in such capacity must be filed with the secretary of state, together with the fees.
ARTICLES OF ORGANIZATION
The articles of organization must contain:
- The name of the limited liability company;
- 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; and
- If the articles of organization are filed with the secretary of state:
- 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.
- After June 30, 1999, a statement stating in years the period of existence of the limited liability company, if other than perpetual
FILING OF ARTICLES OF ORGANIZATION
An original of the articles of organization must be filed with the secretary of state. If the secretary of state finds that the articles of organization conform to law and that all fees have been paid, the secretary of state shall issue a certificate of organization to the organizers or their representative.
EFFECTIVE DATE OF ORGANIZATION
The limited liability company existence begins upon the issuance of the certificate of organization. A certificate of organization is conclusive evidence that all conditions precedent and required to be performed by the organizers have been performed and that the limited liability company has been organized under this chapter, except as against this state in a proceeding to cancel or revoke the certificate of organization or in a judicial intervention proceeding.
FEES AND CHARGES
The secretary of state shall charge and collect for:
- Filing articles of organization and issuing a certificate of organization, one hundred twenty-five dollars.
- Filing an application to reserve a name, ten dollars.
- Filing a notice of transfer of a reserved name, ten dollars.
- Filing a cancellation of reserved name, ten dollars.
- Filing a consent to use of name, ten dollars.
- Filing a statement of change of address of registered office or change of registered agent or both, ten dollars.
- Filing a statement of change of address of registered office by registered agent, ten dollars for each limited liability company affected by such change.
- Filing an application of a foreign limited liability company for a certificate of authority to transact business in this state and issuing a certificate of authority, one hundred twenty-five dollars.