North Dakota: LLC Registered-Agent and Registered-Office Requirements

Requirements one by one

Governing law and terminology

North Dakota splits the rules between the Uniform Limited Liability Company
Act in chapter 10-32.1 and the North Dakota Registered Agents Act in
chapter 10-01.1. Section 10-32.1-16 states the core rule in one sentence:
“Every limited liability company shall have a registered office and a registered
agent.”

The registered office is the agent's North Dakota address. It does not have to
be the LLC's principal place of business or principal executive office.

Continuous designation duty

The duty begins with the articles. N.D.C.C. § 10-32.1-20 requires either the
name of an already listed commercial registered agent or the name and address
of a noncommercial registered agent. The annual report later repeats the
registered office and agent information under § 10-32.1-89.

This is a continuing duty, not just a formation field. Section 10-32.1-90 makes
failure to appoint and maintain both items a ground for involuntary termination.

Eligible individual

Under N.D.C.C. § 10-01.1-02, both a commercial individual and a noncommercial
individual must reside in North Dakota. The cited provisions add no separate
minimum age, citizenship, professional-license, or fixed daily-hours condition
for the agent.

A member, manager, owner, or employee may serve personally only by meeting that
resident-individual rule. The person's company role does not create a separate
qualification route.

Eligible entity and self-service

The entity choices are a domestic or qualified foreign corporation or LLC. A
commercial agent first files its listing under § 10-01.1-06; a noncommercial
entity is named directly in the represented company's filing.

The definitions say the agent serves “for another entity.” Consistently, the
Secretary of State's current guidance says a business may not serve as its own
registered agent. A resident individual from the LLC may still serve in that
person's own name.

Registered office, address, and hours

N.D.C.C. § 10-01.1-04 requires an actual North Dakota street address or rural
route box number and, if different, a North Dakota mailing address. A P.O. box
alone therefore cannot be the registered office.

A commercial agent lists the North Dakota place of business where process and
other documents may be delivered. The Act does not prescribe a numbered
business-hours window or require the registered office to match the principal
executive office.

Consent and initial filing

The organizer-signed articles select the commercial or noncommercial route.
Section 10-01.1-05 says the appointment itself is the LLC's affirmation that the
agent consented.

No separate proof of approval is filed. That does
not authorize naming an unwilling person: § 10-01.1-11 lets a person report a
nonconsensual appointment, after which the Secretary removes that person and
notifies the LLC that it has no maintained agent.

Change, resignation, and replacement

An LLC changes its agent information with a signed statement of change. The
interest holders or governors need not separately approve that filing, the new
appointment affirms consent, and the change takes effect when filed.

Agent-filed name or address changes also take effect on filing, followed by
prompt recorded notice to the represented LLC. An ordinary resignation ends on
the earlier of a successor appointment or the 31st day after filing. Ending an
entire commercial-agent listing uses a fixed day-31 effective date.

Agent duties and service

N.D.C.C. § 10-01.1-14 limits the chapter duties to forwarding served process,
notices, and demands to the latest company-supplied address; giving the notices
the chapter requires; and keeping the applicable filing or commercial listing
current. It sets no numbered forwarding deadline.

Under N.D.C.C. § 10-01.1-13, service may be made on the registered agent, a
governor, or a responsible person found at the registered office or an in-state
principal executive office. The court ultimately determines whether service was
proper.

Lapse consequences and fallback service

If the LLC no longer has an agent, or reasonable diligence cannot reach the
agent, governor, or responsible person, the Secretary of State becomes the
service agent. The serving party uses registered mail or personal delivery,
supplies a sheriff's return or nonparty affidavit showing the failed diligence,
and files three copies plus the statutory fee. The return time is at least 30
days, and the Secretary immediately forwards a copy by registered mail.

An agent or office lapse does not terminate the LLC immediately. Under § 10-32.1-90,
the Secretary must give at least 60 days' mailed notice and the LLC
must fail to cure during that period before its existence is terminated.

What trips people up

The LLC itself and an LLC insider are different. The represented company
cannot be its own entity agent. A North Dakota-resident member, manager, or
employee may serve personally.

Consent is affirmed, not proved with a separate attachment. No approval
document is filed, but an agent named without consent can have the appointment
removed, exposing the LLC to the lapse rules.

Day 31 and day 60 measure different events. Day 31 controls when an agent's
resignation or commercial-listing termination takes effect. The separate 60-day
period is the LLC's cure window after the Secretary begins an involuntary-
termination proceeding over an agent or office lapse.

Fallback service is not an electronic filing. The statute requires
registered mail or personal delivery to the Secretary of State, diligence proof,
three copies, and the fee.

Common questions

Can the registered office also be the principal executive office? Yes, if
the address independently meets the registered-office requirements. The statute
says the two addresses need not be the same, not that they must differ.

Can a commercial agent use a trade name? Yes. Section 10-01.1-06 permits an
additional commercial listing under a trade name registered under chapter
47-25, with the filing disclosures that section requires.

Does appointing a North Dakota agent automatically create personal
jurisdiction or set venue? No. N.D.C.C. § 10-01.1-15 says appointment or
maintenance alone does not create personal jurisdiction, and the agent's address
does not determine venue.

Statutes and sources

• N.D.C.C. §§ 10-32.1-16, -20, -89, and -90 — continuous duty, articles,
  annual-report information, notice-and-cure procedure, and involuntary
  termination. https://ndlegis.gov/cencode/t10c32-1.pdf
  (accessed 2026-07-27)
• N.D.C.C. §§ 10-01.1-02 and -04 to -06 — agent types and qualifications,
  registered office, physical address, consent affirmation, and commercial
  listing. https://ndlegis.gov/cencode/t10c01-1.pdf
  (accessed 2026-07-27)
• N.D.C.C. §§ 10-01.1-07 to -11 — commercial termination, changes,
  resignation, prompt notices, and nonconsensual appointment removal.
  https://ndlegis.gov/cencode/t10c01-1.pdf (accessed 2026-07-27)
• N.D.C.C. §§ 10-01.1-13 to -15 — direct and Secretary-of-State service,
  forwarding duties, jurisdiction, and venue. https://ndlegis.gov/cencode/t10c01-1.pdf
  (accessed 2026-07-27)
• North Dakota Secretary of State, Registered Agents — current agency
  guidance on self-service, insider service, consent approval, and physical
  address. https://www.sos.nd.gov/business/business-services/registered-agents
  (accessed 2026-07-27)