Learn How to Form an North Dakota Nonprofit Corporation

In this guide, we’ll tell you what you need to know about forming a North Dakota nonprofit corporation, and how to apply for tax-exempt status.

Step 1: Select initial directors

To start, choose three or more directors for your corporation’s board. These individuals will oversee your nonprofit’s activities and ensure that its funds are used to fulfill its purpose. In North Dakota, directors can serve terms from one to 10 years. They can be residents of other states but can’t be related.

Step 2: Choose a name

Your nonprofit’s name can’t be the same as, or similar to, that of an existing business. To find out if your preferred name is available, search the Secretary of State’s business records online at sos.nd.gov. If your name is available, make sure it doesn’t include the words “limited liability company,” or “limited partnership.” You can put a hold on a name for up to 120 days.

Once you’ve settled on a name, see if it’s available as a domain name for your nonprofit’s website. ZenBusiness can help you register your domain name so you can start getting the word out about your nonprofit.

Step 3: Choose a North Dakota registered agent

Next, you need to select a registered agent to accept legal notices and service of process for your nonprofit corporation. Your agent must have a physical street address in North Dakota and keep regular business hours.

Although you can be your nonprofit’s registered agent, this means you must be available at the address you list during business hours. Rather than risk missing an important legal notice or being tied to one place all the time, most people choose a company to act as their registered agent. Keep your nonprofit compliant with ZenBusiness’s registered agent service. The registered agent will accept documents on behalf of your nonprofit and upload them to your ZenBusiness dashboard.

Step 4: File Articles of Incorporation with North Dakota

Now, it’s time to file the Articles of Incorporation. You can use the Nonprofit Corporation Articles of Incorporation form on the Secretary of State’s website, though you’ll need to create an account. Alternatively, you can create your own, using theirs as a guide. In either case, you must include:

• Name of your nonprofit corporation. List your nonprofit’s official name exactly as you want it to appear.
• Nonprofit’s address. The physical street address of your nonprofit’s main corporate office. If your nonprofit doesn’t have an office, then list an officer’s street address. You can’t use a PO Box.
• Registered agent name and address. This is the name and address of your commercial registered agent or of the individual acting as your nonprofit’s registered agent.
• Effective date. Specify when you want the incorporation to become effective. This can be as soon as it’s filed or up to 90 days after you submit it.
• Purpose. The mission of your nonprofit.
• Names and addresses of the incorporators. List the names and addresses of the person or persons preparing and filing the Articles of Incorporation.
• Other provisions. To be eligible for federal tax-exempt status, you’ll need to add specific language, which is available on the IRS’s website.

Once the Articles are accepted, your nonprofit corporation is official.

Foreign nonprofit corporations

Your nonprofit is considered a foreign corporation if it was incorporated in another state. To do business in North Dakota, your foreign nonprofit will need a Certificate of Authority. You can apply for one by filling out a Foreign Nonprofit Corporation Certificate of Authority Application at the Secretary of State’s office. Include a copy of your nonprofit’s Certificate of Good Standing or Certificate of Existence dated within the past 90 days.

Step 5: Create corporate bylaws

Draft the laws that describe how you’ll manage your nonprofit corporation. You aren’t required to file these bylaws with the state, but you must have and use them. Topics include:

• Nonprofit’s purpose
• Board structure
• Terms of board service
• Officer role descriptions and responsibilities
• Conflict of interest policy

Step 6: Hold an organizational meeting for the board of directors

During your first organizational meeting, you’ll appoint directors, name officers, and adopt bylaws.

Step 7: Set up a corporate records method

Maintain an accurate record of all meetings and keep copies of all business documents in a safe location. You can do this in a binder or electronically.

Step 8: Get tax ID numbers

Next, you’ll need an Employer Identification Number (EIN) from the IRS. You can get one through the IRS or take advantage of ZenBusiness’s affordable EIN service and save yourself the time. We’ll handle the application process for you, then upload your EIN documentation to your personalized online dashboard.

At the state level, you don’t need a general business registration, but you should register for any applicable state tax accounts. Learn more at the North Dakota Office of State Tax Commissioner’s website.

Step 9: Apply for all necessary North Dakota licenses and permits

Licensing and permit requirements vary depending on your nonprofit’s location, industry, and activities. For example, if your nonprofit wants to hold a raffle or other charitable game, you need a permit from the North Dakota Attorney General. There’s no easy tool available to look up all local, state, and federal requirements. Our business license report takes out the guesswork and helps you know which licenses and permits you need to legally operate. Get your report today.

Step 10: Apply for tax-exempt status

To apply for federal tax-exempt status, also known as 501(c)(3) status, you’ll need to fill out IRS Form 1023 and submit it online. There’s a long form and a short one. Read the instructions to see which form applies to your corporation.

There’s no need to apply separately for a state corporate income tax exemption. After the IRS recognizes your tax-exempt status, North Dakota will follow suit. Keep in mind that your nonprofit may be responsible for other kinds of taxes. For more information, visit North Dakota’s Tax Agency website.

Step 11: Register as a charity with the state

Your nonprofit will need to register with the Secretary of State to raise funds.

Step 12: Acquire insurance for your nonprofit

Even the most carefully run nonprofit has risk. It’s smart to get general liability insurance. Those with employees need unemployment insurance and workers’ compensation. Because every nonprofit corporation’s insurance needs differ, it’s best to consult a qualified insurance agent to minimize your nonprofit’s risks.

Step 13: Open a bank account

Now you can open a bank account. This will keep your nonprofit’s assets separate from your personal ones.

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At ZenBusiness, we are proud to support small businesses through a variety of different tools and services. Whether you need a registered agent service or are looking to register a domain, our goal is to help you stay on the road to success. Check out our services, and contact us today to see how we can help you grow your company.