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North Dakota Foreign qualification

The requirements, the timing and the official sources. Everything we’ve verified, in one place.

Sources verifiedLast verified 2026-10-25

Authority to do business

Choose your entity type and confirm the scope of the cited requirements. Fees and additional charges are listed separately.

LLCs

Fee

$135

View official source

Timing

An out-of-state LLC must obtain a certificate of authority from the Secretary of State to transact business or provide professional services in North Dakota, or to obtain any license or permit.

View official source

Required documents

Application executed by an authorized person and certificate of status from the home-jurisdiction filing office.

View official source

Penalties for operating without registration

Cannot maintain a North Dakota action until authorized; entity civil penalty up to $5,000 and up to $1,000 for governors or, in their absence, members or agents authorizing, directing or participating in unregistered business.

View official source

Timing

An out-of-state LLC must obtain a certificate of authority from the Secretary of State to transact business or provide professional services in North Dakota, or to obtain any license or permit.

Verified 2026-10-25 — source and quotation
An out-of-state LLC must obtain a certificate of authority from the Secretary of State to transact business or provide professional services in North Dakota, or to obtain any license or permit.
Official source

Required documents

Application executed by an authorized person and certificate of status from the home-jurisdiction filing office.

Verified 2026-10-25 — source and quotation
10-32.1-75. Foreign limited liability company - Application for a certificate of authority. 1. An applicant for the certificate shall file with the secretary of state a certificate of status from the filing office in the jurisdiction in which the foreign limited liability company is organized and an application executed by an authorized person and setting forth:
Official source

Fee

$135

Verified 2026-10-25 — source and quotation
Registration (domestic and foreign) - $135
Official source

Penalties for operating without registration

Cannot maintain a North Dakota action until authorized; entity civil penalty up to $5,000 and up to $1,000 for governors or, in their absence, members or agents authorizing, directing or participating in unregistered business.

Verified 2026-10-25 — source and quotation
1. A foreign limited liability company transacting business in this state may not maintain an action or proceeding in this state unless it has a certificate of authority to transact business in this state. … 5. A foreign limited liability company that transacts business in this state without a valid certificate of authority is subject to a civil penalty, payable to the state, not to exceed five thousand dollars. Each governor or, in the absence of governors, each member or agent who authorizes, directs, or participates in the transaction of business in this state on behalf of a foreign limited liability company that does not have a certificate is subject to a civil penalty, payable to the state, not to exceed one thousand dollars.
Official source

Corporations

Fee

$145

View official source

Timing

An out-of-state corporation must obtain a certificate of authority from the Secretary of State to transact business or provide professional services in North Dakota, or to obtain any license or permit issued according to North Dakota laws.

View official source

Required documents

Application and authenticated certificate of good standing or existence from the incorporation jurisdiction.

View official source

Penalties for operating without registration

Cannot maintain a North Dakota court claim until authorized; owes back fees and statutory penalties. Civil penalty up to $5,000 for the corporation and up to $1,000 for directors, officers or agents authorizing, directing or participating.

View official source

Timing

An out-of-state corporation must obtain a certificate of authority from the Secretary of State to transact business or provide professional services in North Dakota, or to obtain any license or permit issued according to North Dakota laws.

Verified 2026-10-25 — source and quotation
An out-of-state corporation must obtain a certificate of authority from the Secretary of State to transact business or provide professional services in North Dakota, or to obtain any license or permit issued according to North Dakota laws.
Official source

Required documents

Application and authenticated certificate of good standing or existence from the incorporation jurisdiction.

Verified 2026-10-25 — source and quotation
2. The application must be accompanied by payment of the fees provided in section 10-19.1-147 together with a certificate of good standing or a certificate of existence duly authenticated by the incorporating officer of the state or country where the corporation is incorporated.
Official source

Fee

$145

Verified 2026-10-25 — source and quotation
Registration (foreign) - $145
Official source

Penalties for operating without registration

Cannot maintain a North Dakota court claim until authorized; owes back fees and statutory penalties. Civil penalty up to $5,000 for the corporation and up to $1,000 for directors, officers or agents authorizing, directing or participating.

Verified 2026-10-25 — source and quotation
1. A foreign corporation transacting business in this state may not maintain any claim, action, suit, or proceeding in any court of this state until it possesses a certificate of authority. … 4. A foreign corporation that transacts business in this state without a valid certificate of authority is liable to the state for the years or parts of years during which it transacted business in this state without the certificate in an amount equal to all fees that would have been imposed by this chapter upon that corporation had it duly obtained the certificate, filed all reports required by this chapter, and paid all penalties imposed by this chapter. The attorney general shall bring proceedings to recover all amounts due this state under the provisions of this section. 5. A foreign corporation that transacts business in this state without a valid certificate of authority is subject to a civil penalty, payable to the state, and not to exceed five thousand dollars. Each director and each officer or agent who authorizes, directs, or participates in the transaction of business in this state on behalf of a foreign corporation that does not have a certificate is subject to a civil penalty, payable to the state, and not to exceed one thousand dollars.
Official source
Official sources and verification (8)

Last verified 2026-10-25. Each quotation supports the corresponding published value.

LLC / Fee
Registration (domestic and foreign) - $135
Official source

Verified 2026-10-25

LLC / Timing
An out-of-state LLC must obtain a certificate of authority from the Secretary of State to transact business or provide professional services in North Dakota, or to obtain any license or permit.
Official source

Verified 2026-10-25

LLC / Required documents
10-32.1-75. Foreign limited liability company - Application for a certificate of authority. 1. An applicant for the certificate shall file with the secretary of state a certificate of status from the filing office in the jurisdiction in which the foreign limited liability company is organized and an application executed by an authorized person and setting forth:
Official source

Verified 2026-10-25

LLC / Penalties for operating without registration
1. A foreign limited liability company transacting business in this state may not maintain an action or proceeding in this state unless it has a certificate of authority to transact business in this state. … 5. A foreign limited liability company that transacts business in this state without a valid certificate of authority is subject to a civil penalty, payable to the state, not to exceed five thousand dollars. Each governor or, in the absence of governors, each member or agent who authorizes, directs, or participates in the transaction of business in this state on behalf of a foreign limited liability company that does not have a certificate is subject to a civil penalty, payable to the state, not to exceed one thousand dollars.
Official source

Verified 2026-10-25

Corporation / Fee
Registration (foreign) - $145
Official source

Verified 2026-10-25

Corporation / Timing
An out-of-state corporation must obtain a certificate of authority from the Secretary of State to transact business or provide professional services in North Dakota, or to obtain any license or permit issued according to North Dakota laws.
Official source

Verified 2026-10-25

Corporation / Required documents
2. The application must be accompanied by payment of the fees provided in section 10-19.1-147 together with a certificate of good standing or a certificate of existence duly authenticated by the incorporating officer of the state or country where the corporation is incorporated.
Official source

Verified 2026-10-25

Corporation / Penalties for operating without registration
1. A foreign corporation transacting business in this state may not maintain any claim, action, suit, or proceeding in any court of this state until it possesses a certificate of authority. … 4. A foreign corporation that transacts business in this state without a valid certificate of authority is liable to the state for the years or parts of years during which it transacted business in this state without the certificate in an amount equal to all fees that would have been imposed by this chapter upon that corporation had it duly obtained the certificate, filed all reports required by this chapter, and paid all penalties imposed by this chapter. The attorney general shall bring proceedings to recover all amounts due this state under the provisions of this section. 5. A foreign corporation that transacts business in this state without a valid certificate of authority is subject to a civil penalty, payable to the state, and not to exceed five thousand dollars. Each director and each officer or agent who authorizes, directs, or participates in the transaction of business in this state on behalf of a foreign corporation that does not have a certificate is subject to a civil penalty, payable to the state, and not to exceed one thousand dollars.
Official source

Verified 2026-10-25

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Last verified 2026-10-25.

Official sources (4)

Not legal or tax advice. Confirm with the official agency before filing.