North Dakota Incorporation
North Dakota Incorporation
Form a North Dakota Corporation
Registering a North Dakota corporation is simple with the North Dakota incorporation experts at LawInc.com. Form an North Dakota corporation easily by clicking on “Order Now.” Please feel free to contact us, anytime, with any questions. Incorporate North Dakota today.
Incorporate in North Dakota
Incorporating a North Dakota corporation can be vital to businesses based of North Dakota. At LawInc, we prepare your North Dakota corporation Articles of Incorporation, bylaws, stock certificates, stock ledger and more. We can even obtain your North Dakota corporation Tax ID number and file your North Dakota S corporation election with the IRS.
North Dakota Incorporation Information
The following North Dakota incorporation information will likely be helpful when deciding to incorporate in North Dakota.
North Dakota Corporation Name
The first step in forming a North Dakota corporation is selecting the business name. North Dakota corporation names:
- Must contain “Corporation”, “Incorporated”, “Company”, “Limited”, “Corp.”, “Inc.”, “Co.” or “Ltd.”.
- Must be distinguishable upon the records of the North Dakota Secretary of State from any other formally organized entity registered with the North Dakota Secretary of State’s office, such as corporations, limited liability companies, limited partnerships, and limited liability partnerships.
- May not include such words as “bank”, “banker”, “banking”, “trust”, or “trust company”, or any other word or words of like import unless the articles are supported by a written approval for the use from the North Dakota Department of Financial Institutions.
- May not contain a word or phrase that indicates or implies the corporation is incorporated for a purpose other than a lawful business purpose or for a purpose stated in its articles of incorporation.
An available North Dakota corporation name may be reserved with the North Dakota Secretary of State for a 365 day period.
LawInc.com permits you to choose up to three names and will conduct a name search for your North Dakota corporation, prior to filing. Create a North Dakota corporation with confidence that your North Dakota corporation name is available.
North Dakota Corporation Formation
North Dakota Filing Procedure: To incorporate in North Dakota, you must file North Dakota Articles of Incorporation with the North Dakota Secretary of State.
North Dakota Corporation Articles of Incorporation: The North Dakota Articles of Incorporation should include:
- Name of the North Dakota corporation.
- Name and address of North Dakota registered agent.
- Effective date of incorporation.
- Purpose of corporation.
- Number, class and par value of the shares the North Dakota corporation is authorized to issue.
- Name and address of the incorporator.
North Dakota Filing Fee: The corporation filing fee in North Dakota is $100.
North Dakota Corporation Incorporator: Minimum number of incorporators is one (1) (a natural person over 18 years of age) and there is no requirement that the incorporator be a resident of North Dakota.
North Dakota Corporation Directors: The minimum number of North Dakota directors is one (1).
North Dakota Corporation 1244 Stock: Election to have stock classified as IRC Section 1244 stock allows for a substantially larger application of the deduction from business losses to ordinary income than regular stock. With regular stock, you can only offset $3,000 against ordinary income. With the issuance of Section 1244 Stock, the corporation can claim an ordinary loss deduction of as much $100,000.
North Dakota Registered Agent: When you incorporate in North Dakota, a North Dakota corporation must maintain a registered agent and office to receive service of process in North Dakota. The North Dakota registered agent should be available, at a North Dakota physical address, during normal business hours to accept important legal and tax documents on behalf of the North Dakota corporation. The registered agent can either be (1) an individual with a physical North Dakota address or (2) a corporation authorized to serve as registered agent.
North Dakota Corporation Post-Filing Requirements
North Dakota Corporation Annual Report: North Dakota corporations must file a North Dakota Corporation Annual report which is due on August 1. The cost to file a North Dakota corporation annual report is $25. To file and pay online, visit http://www.nd.gov/sos/businessserv/annualforms/index.html.
North Dakota Corporate Minutes: North Dakota corporations should hold and document annual shareholder and director meetings.
North Dakota Corporation Taxes
North Dakota Corporation Taxes: For information on North Dakota income tax, visit: http://www.nd.gov/tax/.
North Dakota C Corporation: When incorporating in North Dakota, all North Dakota corporations formed by default are “C” corporations. A North Dakota C corporation is a North Dakota corporation that has not made an election to be an “S” corporation. The term C corporation is specifically used because the entity is taxed under subsection C of the IRS code. North Dakota C corporations are taxed at two levels (“double taxation”). This means that the corporation itself pays its own tax when it makes money (the first tax). The owners or shareholders are then taxed again when they are paid a salary or dividend by the corporation (the second tax). Despite double taxation, North Dakota C corporations offer many planning and benefit opportunities.
North Dakota S Corporation: A North Dakota S corporation is a corporation that has made an election with the IRS to be treated for tax purposes as a “pass-through entity.” This means that corporate profits and losses are passed through to the shareholders (owners) who report them on their own personal tax returns and pay the tax at the individual level. The corporation pays no federal income tax at the corporate level. North Dakota S corporations are not subject to the double taxation C corporations encounter. The State of North Dakota recognizes federal S corporation status.
These are the 3 main advantages of forming a North Dakota S corporation:
- No double taxation: One of the main advantages of North Dakota S corporation status is that it avoids the double taxation that occurs with a regular North Dakota C corporation. In a North Dakota C corporation, the corporation pays income tax on its profits and, if those profits are distributed to shareholders, the shareholders pay income tax on the distribution.
- Loss deductions: The availability of losses. Shareholders of a North Dakota S corporation generally may deduct their share of the corporation’s net operating loss on their individual tax returns in the year the loss occurs. Losses of a North Dakota C corporation, however, may offset only the corporation’s earnings.
- Self-employment tax savings: By electing S corporation status, only the earnings actually paid out to you as salary are subject to payroll taxes; money left in the business is not subject to payroll taxes or self-employment tax. All income passes through, but its tax status depends on whether it is classified as salary or ordinary income.
Federal Tax Identification Number/Employer Identification Number (EIN): The Federal Tax Identification Number, also known as the Employer Identification Number (EIN) is a number that is assigned to a business by the Internal Revenue Service. An EIN is like a Social Security Number for a business. It is a requisite for certain business functions such as opening bank accounts or hiring employees. When incorporating in North Dakota, North Dakota corporations should obtain an EIN.
North Dakota Incorporation Summary
North Dakota Incorporation Summary: If you have any questions regarding forming an North Dakota corporation, please call us anytime.