North Dakota: LLC Annual and Biennial Report Requirements

Requirements one by one

Periodic report obligation

North Dakota requires every LLC to file an annual report with the Secretary of State under the
North Dakota Uniform Limited Liability Company Act (N.D.C.C. § 10-32.1-89). Both North Dakota LLCs
and out-of-state (foreign) LLCs authorized to transact business in the state must file. The state
does not levy a separate franchise or entity-level tax that rides along with this report, so the
annual report and its fee are the main thing that keeps an LLC in good standing.

Frequency and first report

The report is due every year. A brand-new LLC does not file in its formation year: the first
annual report is due "before November sixteenth in the year following the calendar year of the
effective date stated in the articles of organization" (§ 10-32.1-89(3)). A foreign LLC's first
report is due the November after the year its certificate of authority issued. From then on, the
report comes due on the same date each year.

Due date and filing window

There is no filing window — just one fixed date. The report "must be delivered to the secretary of
state before November sixteenth of each year" (§ 10-32.1-89(3)), which means the practical deadline
is November 15. This catches owners used to spring or anniversary-month deadlines. The Secretary
of State sends a courtesy reminder, but the obligation does not depend on receiving it; miss the
date and the Secretary notifies the LLC that it is "not in good standing" (§ 10-32.1-89(4)).

Filing office and method

File with the North Dakota Secretary of State. The standard route is online through the
Secretary of State's FirstStop business portal; the report can also be filed on the state's paper
form. Section 10-32.1-89 directs the report to "the secretary of state."

Required information

Section 10-32.1-89(1) lists what the report must contain: the LLC's name and its state or country of
organization; the address of its North Dakota registered office, the name of its registered agent at
that address, and the address of its principal executive office; "a brief statement of the character
of the business" the LLC actually conducts in the state; and the names and addresses of the managers
and governors, or of the managing member or members. The information has to be current "as of the
date of the execution of the report" (§ 10-32.1-89(2)).

Filing fee and related charges

The annual-report fee is $50 for a domestic or foreign LLC (§ 10-32.1-92(25)). No franchise tax
is collected with the report. If your city requires a local business license, that is a separate
filing and fee — not the Secretary of State annual report.

Late fee and delinquency

File after November 15 and the Secretary of State adds a $50 late fee (§ 10-32.1-92(25)(a)(1))
and flags the LLC as "not in good standing" (§ 10-32.1-89(4)). One quirk worth knowing: for most
defaults (like losing a registered agent) the Secretary must give 60 days' notice before acting, but
an annual-report failure is expressly carved out of that notice-and-cure step (§ 10-32.1-90(1)(c)).
Instead, a separate six-month clock runs automatically.

Dissolution, reinstatement, and cure

An LLC that does not file its annual report and fees "within six months after the date established
in subsection 3 of section 10-32.1-89 ceases to exist and is considered involuntarily terminated by
operation of law" (§ 10-32.1-90(1)(b)). No court order or hearing is needed — it happens on its own,
and the Secretary mails notice to the last registered agent.

There is a way back, but the window is short. Within one year of termination, the LLC can be
reinstated by filing the past-due report and paying the statutory filing fee, the penalty fee, and a
$135 reinstatement fee (§ 10-32.1-91(1)(a); § 10-32.1-92(25)(a)(2)). After that one year, the
only route is a court appeal, tried "de novo" (§ 10-32.1-91(1)(b)). Reinstatement restores the LLC to
active status and, reaching back to the termination date, validates its contracts and restores its
assets (§ 10-32.1-91(1)(c)) — but it does not erase taxes or automatically bring back a lapsed
license.

What trips people up

• November 15 sneaks up. Many states use a spring date or the anniversary month; North Dakota
  uses a single hard date, "before November sixteenth" (§ 10-32.1-89(3)) — so November 15.
• No report in your formation year. The first report is due the November of the year after you
  form (§ 10-32.1-89(3)), so a new owner who files early may be told none is due yet.
• Termination is automatic at six months late. There is no separate 60-day warning for an
  annual-report failure (§ 10-32.1-90(1)(c)); the LLC "ceases to exist" by operation of law six
  months after the deadline (§ 10-32.1-90(1)(b)).
• Reinstatement gets much harder after one year. Within a year it is a filing plus fees plus the
  $135 reinstatement fee; after a year, you need a court (§ 10-32.1-91(1)(a)-(b)).

Common questions

When exactly is my North Dakota LLC's annual report due?
By November 15 each year — the statute says "before November sixteenth" (§ 10-32.1-89(3)). Your very
first one is due the November of the year after you form the LLC.

How much does it cost?
$50 for the report itself (§ 10-32.1-92(25)). Filing late adds another $50 (§ 10-32.1-92(25)(a)(1)).

What happens if I just never file?
After the deadline you are "not in good standing"; six months past the deadline your LLC is
involuntarily terminated by operation of law and ceases to exist (§ 10-32.1-90(1)(b)).

Can I bring a terminated North Dakota LLC back?
Yes, if you act within one year — file the past-due report and pay the filing fee, the penalty, and a
$135 reinstatement fee (§ 10-32.1-91(1)(a); § 10-32.1-92(25)(a)(2)). After a year, you have to ask a
court (§ 10-32.1-91(1)(b)).

Statutes and sources

• N.D.C.C. § 10-32.1-89 — annual report to the Secretary of State: the "before November
  sixteenth" due date, first-report timing, and the not-in-good-standing notice after the deadline.
  https://ndlegis.gov/cencode/t10c32-1.pdf (accessed 2026-07-16)
• N.D.C.C. § 10-32.1-89(1) — contents the annual report must set forth (name, registered
  agent/office, principal executive office, character of business, managers/governors/members).
  https://codes.findlaw.com/nd/title-10-corporations/nd-cent-code-sect-10-32-1-89/ (accessed 2026-07-16)
• N.D.C.C. § 10-32.1-90 — involuntary termination by operation of law six months after a missed
  annual report, with notice mailed to the last registered agent.
  https://ndlegis.gov/cencode/t10c32-1.pdf (accessed 2026-07-16)
• N.D.C.C. § 10-32.1-91 — reinstatement within one year by past-due report plus fees; court
  appeal (de novo) after one year.
  https://ndlegis.gov/cencode/t10c32-1.pdf (accessed 2026-07-16)
• N.D.C.C. § 10-32.1-92(25) — fee schedule: $50 annual-report fee, $50 late fee, $135
  reinstatement fee.
  https://ndlegis.gov/cencode/t10c32-1.pdf (accessed 2026-07-16)
• North Dakota Secretary of State, Business Services (LLC) — $50 annual-report fee, November 15
  filing deadline, and FirstStop online filing.
  https://www.sos.nd.gov/business/business-services/business-structures/limited-liability-company-llc (accessed 2026-07-16)