North Dakota Century Code Chapter 10-33 allows the formation of a nonprofit corporation. The nonprofit corporation is established when articles of incorporation
are filed with the Secretary of State.
FILING FEES: $40.00. If the corporation selects a corporate name that is the same as, or deceptively similar to, the name of another organization registered with
the Secretary of State, an additional $10 is required for filing each Consent to Use Business Name that may be required. (Checks must be payable to "Secretary
of State" and must be for U.S. negotiable funds. Payment may also be made by credit card using VISA, MasterCard, or Discover.)
The sentence immediately above Article 1 is declaring the incorporators as being eighteen years of age, and the corporation's governance under North Dakota
Century Code, Chapter 10-33, the Nonprofit Corporation Act.
The following article numbers correspond to the numbered sections on the form.
Provide the corporate name. The name must be expressed in characters or letters in the English language as those characters or letters appear
in the American Standard Code of Information Interchange (ASCII) table. The name need not include the word "company", "corporation",
"incorporated", "limited", or an abbreviation of one of these.
The name may not be the same as, or deceptively similar to, any other corporate name, limited liability company name, trade name, fictitious
name, limited partnership name, limited liability limited partnership name, limited liability partnership name, trademark or service mark, or a name
that is in any manner reserved with the Secretary of State. If the proposed name is not available, the Articles of Incorporation cannot be filed by
the Secretary of State unless accompanied by the Consent to Use Business Name.
The name may not include such words as "bank", "banker", "banking", "trust", or "trust company", or any other word or words of like import unless
the Articles of Incorporation are supported by a written approval for the use from the Department of Financial Institutions. These words are
preserved by North Dakota law for use by the Bank of North Dakota, state and national banks, and trust companies. Contact information:
ND Department of Financial Institutions
2000 Schafer St Ste G
Bismarck, ND 58501-1204
Phone: (701) 328-9933
Email: dfi@nd.gov
Filing of the Articles of Incorporation with the Secretary of State provides protection of the corporate name in North Dakota. However,
if a mark is registered with the Patent and Trademark Office in Washington, D.C., the federal registration may supersede the protection
afforded by state law.
Provide the complete address of the principal executive office. The address must include a street address; it cannot be only a post office box. If
a corporation does not maintain an office, provide the address of one of the officers.
A corporation must continuously maintain a commercial or noncommercial registered agent and address in North Dakota. A corporation cannot
serve itself as its registered agent. The registered agent receives all legal notices for the corporation, including service of process if a lawsuit is
filed against a corporation. The registered agent is expected to forward all notices to the corporation.
A commercial registered agent must be registered as a commercial registered agent with the North Dakota Secretary of State. The appointed
agent can verify their status as a commercial registered agent from their acknowledged filing and from the list of commercial registered agents
maintained on the Secretary of State's website at sos.nd.gov.
A noncommercial registered agent may be one of the following:
a) An individual residing in North Dakota,
b) A domestic or foreign corporation, or
c) A domestic or foreign limited liability company
A corporation or limited liability company appointed as a noncommercial registered agent must be registered with the Secretary of State, be in
good standing, and have a business address in North Dakota. If a corporation or limited liability company is named as a noncommercial
registered agent, provide the "correct" name of the organization.
Seek the approval of the party before naming them as the commercial or noncommercial registered agent. Proof of the approval is not
required to be filed with the Secretary of State. Failure to seek consent from the party named as agent may result in involuntary
dissolution of the corporation.
If a commercial registered agent is being appointed, provide the correct name as registered with the North Dakota Secretary of State. If the name
in Article 2A is not the same as registered by the commercial registered agent, the name will be corrected by the Secretary of State when the
document is reviewed.
OR
If a noncommercial registered agent is being appointed, provide the correct name. If another corporation or limited liability company is appointed
as registered agent and the name of that organization in Article 2B is not the same as registered, the name will be corrected by the Secretary or
State when the document is reviewed.
If a noncommercial registered agent is being appointed, provide the complete address which may not be only a post office box. Leave this line
blank if a commercial registered agent is appointed. If a commercial registered agent is named in 2A and an address is provided in 2C, the
address will be removed by the Secretary of State.
Check the box for the desired effective date. Articles of incorporation may be effective at the time the certificate of incorporation is issued by the
Secretary of State or within 90 days after the certificate is issued. If a later date is specified, include the month, day, and year. If neither box is
checked, the articles of incorporation will be effective when the Secretary of State issues the certificate of incorporation.
