Office of the Secretary of State Registration: File Your Annual Report to Stay in Good Standing

Written by the Secretary of State staff

Corporations, limited liability companies, partnerships, and cooperatives are required to file an annual report to keep their business registration in good standing under state law. Sole proprietorships transacting business under a Trade Name and general partnerships transacting business under a Fictitious Partnership Name do not file annual reports. The annual report is a simple online filing that ensures the information associated with the registration is current.

To complete the annual report, you review and update business activities, the business mailing address, and stakeholders, such as officers, directors, members, managers, governors, or partners. Financial statements are not required to be submitted with the annual report.  Farming or ranching and authorized livestock farm corporations and LLCs need to include shares/membership interests and owned or leased land used.

Filing the Annual Report

Each business type has a different annual reporting period. Letters are mailed to businesses by the Office of the Secretary of State when its filing window opens, which is two months before the due date. For a new business, the first annual report is due in the year following the calendar year in which the business was first registered.

Your business can complete the filing through the Secretary of State’s FirstStop Portal, which often takes only a few minutes.

Be wary of third parties who contact businesses offering to file their annual reports for a fee. Often, the third-party correspondence is misleading, as they make it appear as if they are working with the North Dakota Office of the Secretary of State. The letter or email may look like a bill, request hefty fees, and/or convey a sense of urgency. It’s important for businesses to know that the annual report filing doesn’t require the services of a third party, and you can reach out to the Secretary of State’s Business Services team for assistance with completing the filing.

Reporting Periods and Fees

January 31 – March 31

• Partnerships – $25
• Cooperatives – $20

January 31 – April 15

• Farming or Ranching Corporations and LLCs – $25
• Authorized Livestock Farm Corporations – $25

March 15 – May 15

• Foreign Corporations – $25

June 1 – August 1

• Domestic Corporations – $25

September 15 – November 15

• Limited Liability Companies (LLCs) – $50

Failure to File Annual Report

It is important that businesses remain compliant with North Dakota law to conduct business in the state. If a business fails to file its annual report, it will be placed into Not Good Standing status. This may have an impact on a business’s ability to work with lenders, investors, and vendors, as many require a Certificate of Good Standing before doing business with any company. It may also hinder expansion into other states that require good-standing status.

To be placed back in good standing, a business must file the past-due annual report(s) and pay an additional late fee. A business will be involuntarily terminated if it does not file its past-due annual report within 6 to 12 months of the date it is placed into Not Good Standing status.

Visit the North Dakota Secretary of State website to learn more about annual reports and maintaining your registration. If you have questions or need assistance, you can call the Office of the Secretary of State’s business services division at 701-328-2900, sosbir@nd.gov, or schedule an online or in-person appointment.