How to Start a C-Corp in North Dakota (Quick Answer)
To start a C-corp in North Dakota, file Articles of Incorporation online through the Secretary of State's FirstStop portal, name a registered agent, and pay the $100 filing fee. Once the state accepts it, your corporation legally exists.
After that, you adopt bylaws, appoint directors and officers, issue stock, and get an EIN from the IRS. North Dakota keeps formation affordable, and the main thing to watch is the annual report due August 1 every year.
| Filing document | Articles of Incorporation (online through FirstStop) |
| Where to file | North Dakota Secretary of State |
| Filing fee | $100 |
| Registered agent | Required, with a physical North Dakota street address |
| EIN | Required, free from the IRS (Form SS-4 by phone, fax, or mail if you have no SSN or ITIN) |
| Annual report | $25, filed with the Secretary of State by August 1 every year |
| Corporate income tax | Graduated, 1.41% to 4.31% on North Dakota taxable income |
| Foreign owner (25% or more) | File Form 5472 with Form 1120 every year, or face a $25,000 minimum penalty |
First-year cost: $100 to file, plus a registered-agent service if you use one, commonly $50 to $150 a year. Your first annual report is not due until the August 1 following formation.
North Dakota is an affordable, fully online state to incorporate in, with no franchise tax. The one thing to watch is the annual report.
It costs $25 and is due August 1 every year, a fixed calendar date rather than your anniversary month. Miss it and the corporation falls out of good standing, so calendar the date the year you form.
TL;DR
- Affordable and online through FirstStop, but watch the annual report: it is $25 a year, due August 1, and missing it puts good standing at risk.
- Step 1, name: pick a unique name with a corporate designator (Inc., Incorporated, Corporation, or Corp.) and check it with the Secretary of State.
- Step 2, registered agent: name one with a physical North Dakota street address.
- Step 3, Articles of Incorporation: file online through FirstStop with the Secretary of State for $100.
- Step 4, bylaws: adopt internal bylaws and keep them with your records.
- Step 5, directors and officers: appoint the board and officers and hold an organizational meeting.
- Step 6, issue stock: authorize and issue shares, keep a stock ledger, and file the 83(b) election within 30 days if your shares vest.
- Step 7, EIN: get a free EIN from the IRS, by Form SS-4 if you have no SSN or ITIN.
- Foreign owner (25% or more): file Form 5472 with Form 1120 every year, or risk a $25,000 penalty.
- Ongoing: a $25 annual report due August 1, plus the graduated 1.41% to 4.31% corporate income tax.
Why Form a C-Corp in North Dakota?
North Dakota pairs low, fully online filings with a graduated corporate tax that starts at just 1.41% and no franchise tax.
- A low $100 filing fee and a $25 yearly report, with no franchise tax on top.
- A graduated corporate income tax from 1.41% to 4.31%, among the lower top rates in the country.
- A fully online system through the FirstStop portal.
If you plan to raise venture capital, investors will most likely want a Delaware C-corp. If you will run the business in North Dakota and not raise venture money, forming in North Dakota avoids registering and paying in two states.
Step 1: Choose and Reserve Your Corporate Name
- Include a corporate designator such as "Inc.", "Incorporated", "Corporation", or "Corp."
- Search the Secretary of State's business database through FirstStop to confirm the name is available and different from existing entities.
- North Dakota lets you reserve a name for 12 months for a $10 fee if you are not ready to file, renewable for successive 12-month periods.
Step 2: Appoint a North Dakota Registered Agent
Every North Dakota corporation must name a registered agent with a physical North Dakota street address, available during business hours to receive legal and state documents.
- The agent can be a person or a company, but needs a real North Dakota address, not a PO box.
- The address is public record, so many owners use a commercial service.
- A commercial agent commonly costs $50 to $150 a year.
Step 3: File Your Articles of Incorporation
The Articles of Incorporation is the filing that legally creates your corporation. In North Dakota you file it online through the Secretary of State's FirstStop portal.
- It lists the corporate name, registered agent, principal office, and the number of shares the corporation is authorized to issue.
- The fee is $100.
- Once the state accepts it, your corporation exists and its compliance calendar begins.
Step 4: Adopt Corporate Bylaws
Bylaws are the internal rulebook for how the corporation is run. They are not filed with the state, but a corporation is expected to have them, and banks and investors often ask to see them.
- They set out how directors and officers are elected, how meetings and votes work, and how shares are handled.
- They stay with your records, not with the Secretary of State.
- Skipping them weakens the separation between you and the corporation that liability protection depends on.
Step 5: Appoint Directors and Hold the Organizational Meeting
A corporation is run by a board of directors, who appoint the officers that handle day-to-day work. Right after formation, the incorporator or initial directors hold an organizational meeting, or sign a written consent in place of one.
- Appoint the initial board and elect officers (usually at least a president, secretary, and treasurer; one person can hold several roles).
- Adopt the bylaws and authorize the issuance of stock.
- Keep signed minutes or the written consent with your records.
Step 6: Authorize and Issue Stock
Issuing stock is how founders get their ownership, and it is easy to rush. The board authorizes shares, then the corporation issues them to the founders and any early shareholders.
- Issue shares to each founder and record what they paid (cash, property, or services).
- Keep a stock ledger, a running record of who owns how many shares.
- Deliver stock certificates or record the issuance electronically, per your bylaws.
The 83(b) election, and its 30-day deadline: if your founder shares vest over time, you generally have 30 days from the grant date to file an 83(b) election with the IRS.
It lets you be taxed on the small value at grant instead of the higher value as the stock vests. The 30-day window cannot be extended, and missing it can be expensive.
Step 7: Get an EIN, Even Without an SSN
An EIN is your corporation's federal tax ID, needed to file taxes, run payroll, and open a bank account. It is free from the IRS.
- With an SSN or ITIN, apply online and get the EIN in minutes.
- Without an SSN or ITIN, apply on Form SS-4 by phone, fax, or mail.
- The EIN is always free; you never pay the IRS for one.
Open a US Business Bank Account
Once you have the EIN, open a dedicated business bank account before money moves through the corporation.
- Keeping corporate and personal funds separate protects the liability shield; mixing them is a common reason courts pierce it.
- Banks usually ask for the filed Articles of Incorporation, the EIN letter, and often the bylaws or a board resolution.
- A separate account also makes bookkeeping and the corporate tax return simpler.
If Your North Dakota C-Corp Is Foreign-Owned
A North Dakota C-corp that is 25% or more owned by a non-US person has an extra federal filing that many international founders miss.
- The corporation files Form 5472 with its annual Form 1120 to report transactions with the foreign owner, such as money put in or paid out for services.
- It is required every year there are reportable transactions, even with little or no profit.
- The penalty is steep: a missed or late Form 5472 starts at $25,000 per form, per year.
Handle North Dakota's Ongoing Compliance
North Dakota keeps the yearly load small. Two things matter: the annual report and the corporate income tax.
The $25 Annual Report
- Every North Dakota corporation files an annual report with the Secretary of State for $25 through FirstStop.
- It is due August 1 every year, a fixed calendar date rather than your anniversary month, so it does not depend on when you formed.
- Miss the deadline and the corporation falls out of good standing; if the report stays unfiled, the state can move toward administrative dissolution.
North Dakota Corporate Income Tax (1.41% to 4.31%)
- North Dakota charges a graduated corporate income tax: 1.41% on the first $25,000 of North Dakota taxable income, 3.55% on the next $25,000, and 4.31% above $50,000.
- It is filed with the North Dakota Office of State Tax Commissioner, separate from the federal Form 1120, and there is no state franchise tax.
- Federally, the corporation files Form 1120 and pays 21% corporate tax, due the 15th day of the 4th month after year-end.
How Much Does It Cost to Start a C-Corp in North Dakota?
| What you pay | Amount | When |
|---|---|---|
| Articles of Incorporation filing | $100 | One time, at formation |
| Registered-agent service (optional) | ~$50 to $150 a year | Yearly, if you use one |
| Annual report | $25 | Yearly, due August 1 |
| North Dakota corporate income tax | Graduated, 1.41% to 4.31% of North Dakota taxable income | Yearly |
| Federal corporate tax | 21% of profits | Yearly, with Form 1120 |
How Long Does It Take to Start a C-Corp in North Dakota?
- Online filings through FirstStop are usually processed within a few business days, and North Dakota does not sell an expedited option.
- The EIN follows: minutes online with an SSN or ITIN, or same day to several weeks by Form SS-4 without one.
- Bylaws, the organizational meeting, and issuing stock happen right after the state approves the filing.
Common Mistakes to Avoid
- Missing the August 1 annual report deadline, or assuming it tracks your formation anniversary, which puts good standing at risk.
- Counting on a rush filing, since North Dakota offers no expedited processing at any price.
- Missing the 30-day 83(b) deadline on vesting founder stock.
- Overlooking Form 5472 if the corporation is 25% or more foreign-owned.
- Using a PO box for the registered agent, which North Dakota does not accept.
How FinStackk Helps
FinStackk is an accounting and tax compliance platform for U.S. businesses, taking you from incorporation through ongoing accounting, tax, and compliance in one place.
We handle North Dakota C-corp formation, from the Articles of Incorporation through the EIN, through Fin-Start, including the North Dakota registered agent.
Once the corporation exists, Fin-Tax keeps the federal Form 1120 deadline, estimated taxes, and the North Dakota graduated corporate income tax on a proactive calendar. Complyy tracks the $25 annual report due August 1 and your registered-agent renewal. Book a free demo to see them in action.
FAQ
How much does it cost to start a C-corp in North Dakota?
It costs $100 to file the Articles of Incorporation online through the Secretary of State's FirstStop portal. Add a registered-agent service (about $50 to $150 a year) if you use one. Going forward, the main recurring items are the $25 annual report and the graduated 1.41% to 4.31% corporate income tax, with no franchise tax.
When is the North Dakota annual report due?
The annual report costs $25 and is due August 1 every year, a fixed calendar date rather than your formation anniversary. It is filed with the Secretary of State through FirstStop. Miss the deadline and the corporation falls out of good standing; if the report stays unfiled, the state can move toward administrative dissolution.
Does a North Dakota C-corp pay state income tax?
Yes. North Dakota charges a graduated corporate income tax, 1.41% up to $25,000 of taxable income, 3.55% on the next $25,000, and 4.31% above $50,000, filed with the Office of State Tax Commissioner. That is on top of the 21% federal corporate tax on Form 1120, and there is no franchise tax.
Is it better to form a C-corp or an LLC in North Dakota?
An LLC is simpler and taxed once, which suits many small businesses. A C-corp makes sense if you plan to raise venture capital, keep earnings in the business, or want multiple classes of stock. A C-corp is taxed twice, once at the corporate level and again on dividends. Note that a North Dakota LLC's annual report is due November 15, while a corporation's is due August 1.
Should I form my C-corp in North Dakota or Delaware?
If you plan to raise venture capital, Delaware is what investors expect. If you will operate in North Dakota and not raise venture money, forming here is cheaper and avoids registering and paying in two states, since a Delaware corporation doing business in North Dakota still has to register here. Choose based on where you operate and whether you will raise money.
Can a non-US resident start a North Dakota C-corp?
Yes. North Dakota sets no citizenship or residency requirement to own a corporation. You will need a North Dakota registered agent and an EIN, which you apply for on Form SS-4 by phone, fax, or mail without an SSN. If a non-US person owns 25% or more, the corporation also files Form 5472 with its Form 1120 every year, with a $25,000 minimum penalty for missing it.