A certificate of authority authorizes a foreign limited liability company to transact business within North Dakota. “Foreign,” in this context, means a non-North Dakota limited liability company. For example, a Minnesota limited liability company is considered “foreign.”

A foreign limited liability company needs all of the following to obtain a certificate of authority (among other requirements):

1. A name that is not “deceptively similar” to another name already registered with the North Dakota Secretary of State. N.D.C.C. § 10-32.1-11(8). The name will also need to satisfy the ordinary name requirements in the State of North Dakota. N.D.C.C. § 10-32.1-11(8).
2. A registered agent located within the State of North Dakota. N.D.C.C. § 10-32.1-78.
3. A registered office located within the State of North Dakota. N.D.C.C. § 10-32.1-78.
4. To make payment of the filing fee.

The foreign limited liability company will also need to file an annual report in each subsequent year and pay the filing fee. N.D.C.C. § 10-32.1-89. If the foreign limited liability fails to file the annual report and pay the annual filing fee, the Secretary of State will revoke the certificate of authority. N.D.C.C. § 10-32.1-90.

Note that not all types of transactions constitute “transacting business.” N.D.C.C. § 10-32.1-82. For example, simply holding title to a property, making loans, and conducting isolated transactions is not considered “transacting business” and does not require a certificate of authority.

If the foreign limited liability company does not obtain a certificate of authority, it may not transact business in North Dakota. N.D.C.C. § 10-32.1-74(1). The North Dakota Attorney General has the authority to enjoin business activity and enforce civil penalties related to unauthorized transacting of business. N.D.C.C. § 10-32.1-84(6). A foreign limited liability company is also prohibited from maintaining a legal action or proceeding in the State of North Dakota without a certificate of authority. N.D.C.C. § 10-32.1-84(1).

If you need help with a certificate of foreign authority or need a registered agent and office in the State of North Dakota, please contact us.

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