How to Form an S Corporation in North Dakota


Starting a corporation in North Dakota is easy and can be done with only a few steps. The process is similar to how small businesses are formed in other states and involves completing the necessary paperwork and filing it with the appropriate government agencies. Fortunately, you don’t need an attorney or any special training to form an S Corporation in North Dakota.

Step 1: Choose a Unique Business Name

The first step in forming an S corporation is to choose a unique business name. You should make sure that the name you select is not already being used by another company.

To check whether your desired business name is available, search the North Dakota Secretary of State’s database, which lists all active and inactive businesses registered in North Dakota. You can also check whether your desired business name is available to you by searching other databases at the following sites:

  • The North Dakota Department of Transportation’s database
  • The North Dakota Corporation Commission’s database

If there are no conflicting business names on these databases, you will be able to form an S corporation with that name and obtain your required federal tax identification number as well as state-specific licenses or permits necessary for operating your new business.

Step 2: File a North Dakota Certificate of Formation

The next step is to file a North Dakota Certificate of Formation for S Corporations. You can do this online for free, and it should take you less than an hour.

Once you’ve completed all the required information, including your name, address and other contact details, you’ll need to provide details about your corporation: its name; address of its registered office (i.e., where official documents will be sent); and name and address of the corporation’s registered agent (i.e., someone who will accept official documents on behalf of your company).

Step 3: Create Corporate Bylaws

Next, you must create a corporate bylaws document. Corporate bylaws are the rules and regulations for your corporation, and they are filed with the Secretary of State in order to establish your legal identity. While there is no specific format for corporate bylaws (it’s up to your discretion), you should include some essential components:

  • Purpose statement
  • Company name and address
  • Designation of registered agent
  • Directors’ names and addresses
  • Registered office location

Step 4: Hold an Organizational Meeting

A board of directors is a group of people who make decisions for the company. The board is elected by the shareholders and has a fiduciary duty to act in the best interest of the corporation.

A shareholder’s role is to own stock in an S corporation and get a share of its profits as well as vote on important matters such as electing new members to serve on its board and amending its articles of incorporation or bylaws (rules).

Step 5: Implement Corporate Resolutions

The next step is to implement the corporate resolutions. This means that you will be making some decisions about what kind of business structure you want to form and how it will operate. You will need to decide whether or not your corporation will be a C corporation, S corporation, LLC or another type of business entity. Once you have made these decisions and implemented them in writing as corporate resolutions, they cannot be changed unless all parties agree upon an amendment of those resolutions.

If you do not implement a set of corporate resolutions at this stage, then there may be problems when it comes time for your S Corporation tax return filing season arrives.

Step 6: Issue Stock to the Shareholders

Shareholders are the owners of the corporation. Shareholders can be individuals or other corporations.

In an S corporation, shareholders exchange money, property or labor for stock in the corporation. In many cases, you will find that it is more useful to issue shares at different times and different amounts to various shareholders. For example, a shareholder who provides start-up capital may receive a larger number of shares than one who contributes only labor. The following rules apply:

  • Stock can be issued at any time before or after you file your articles with our office; however if issued after incorporation but before filing articles with our office (or if this action becomes effective), there will be no tax consequences unless all necessary filings have been made prior to issuance of said shares (i.e., assets contributed must equal value received from sole proprietorship). It is important to note that no tax consequences will arise from issuing these types of actions since they do not change ownership percentage nor does it affect any other factors about ownership such as voting rights; however it does require us filing additional paperwork (which costs $25).
  • Any single shareholder may hold up 99%+ interest in an existing S corporation without having any concern about being classified as “controlled” by someone else whose name isn’t on its articles yet! This means that even if there are multiple investors contributing cash towards startup costs while sharing management duties equally between them today each one could own 100% tomorrow depending on how much work they’ve done thus far.”

Step 7: Obtain an Employer Identification Number (EIN)

You’ll need to obtain an employer identification number (EIN) from the IRS. The EIN is a unique nine-digit number that identifies your business as a separate entity.

After receiving your EIN, you should enter it into all the appropriate places in your state’s forms and documents. You will also receive a Form SS-4 from the IRS; complete this form and send it back to them using their mail address on the form, not through email or faxing it back to them.

Step 8: Obtain any Necessary Licenses or Permits

If your business will sell goods or services, you’ll need to obtain a selling business license. This license is valid for one year and can be obtained from the North Dakota Secretary of State’s Office.

If you’ll be hiring employees, consider applying for an employer permit as well. The employer permit allows you to hire workers without paying payroll taxes until your company reaches a certain size—the threshold varies depending on the type of work being done. A few other permits that might be required include:

  • Smoke-free workplace certificate (if smoking is allowed at all)
  • Building occupancy certificate (if any alterations are made to any part of the building)


If you’re looking to start an S corporation in North Dakota, you can do so by following the afore-mentioned steps. Starting your own business isn’t always easy, but with the right tools and guidance, it can be much easier than you think!

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