North Dakota Certificate of Authority
A North Dakota Certificate of Authority is a legal document that authorizes a business entity to conduct operations within the state of North Dakota. This certificate is required for any out-of-state business seeking to establish a physical presence or conduct business transactions in North Dakota. It serves as proof that the business is compliant with all state regulations and is permitted to operate within the state.
Obtaining a North Dakota Certificate of Authority involves completing an application and submitting it to the appropriate state agency along with the necessary fees. This process ensures that the business entity is recognized by the state and can legally operate within its borders. Failure to secure a Certificate of Authority can result in fines, penalties, and other legal consequences for the business entity.
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In order to conduct business in North Dakota, companies must first register with the North Dakota Secretary of State. Businesses that are incorporated in another state typically need to obtain a North Dakota certificate of authority. This process registers the business as a foreign entity and eliminates the need to establish a new entity.
Failure to operate with a certificate of authority may lead to penalties or fines. Apart from the state’s regulations, various entities such as licensing agencies, banks, and vendors often require a certificate of authority.
Common situations that necessitate applying for a certificate of authority include:
- Establishing an office or physical presence in the foreign state
- Employing a resident of the state
- Commencing a contract or job in a new state
- Meeting requirements set by vendors or banks
- Fulfilling licensing authority prerequisites
To acquire your North Dakota Certificate of Authority, you must submit an Application for Certificate of Authority along with necessary certificates or certified copies from your home state. It is essential to appoint a registered agent for your filing to be accepted. Pay close attention to the state’s guidelines as even minor errors can lead to document rejection.
For different types of foreign entities, specific forms, fees, laws, and requirements apply. Certified copies are generally not mandatory, but a Certificate of Good Standing dated within 90 days is usually required.
What documents are needed from my home state?
To secure a North Dakota Certificate of Authority, you must also provide:
- Limited Liability Company: Certificate of existence or good standing dated within 90 days
- Corporation: Certificate of existence or good standing dated within 90 days
- Limited Liability Partnership: Certificate of existence or good standing dated within 90 days
- Nonprofit Corporation: Certificate of existence or good standing dated within 90 days
- Nonprofit LLC: Certificate of existence or good standing dated within 90 days
- Professional Corporation: Certificate of existence or good standing dated within 90 days
Who is a registered agent?
A registered agent is an individual or entity designated to receive legal documents and official notices on behalf of a business. When applying for a North Dakota Certificate of Authority, you must designate a registered agent with a physical address within the state (P.O. Boxes are not acceptable). Utilizing a local registered agent service that provides same-day document scanning and meets state requirements can simplify this process.
How can I contact the North Dakota Secretary of State?
North Dakota Secretary of State
Address: 600 E. Boulevard Ave. Dept. 108, 1st Floor, Bismarck, ND 58505
Phone: 701-328-2900 | Toll-Free: 800-352-0867 | TTY: 800-366-6888
Fax: (701) 328-0106
Website: www.nd.gov/sos/
Name Search: FirstStop
Forms: ND SOS Business Forms
Online Filing: FirstStop Online Filing
Email: sosbir@nd.gov