Form a Nonprofit in North Dakota
Everything you need to know about forming a Nonprofit in North Dakota. Filing fees, requirements, timeline, and step-by-step guidance.
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How to File
Choose a Name for Your Nonprofit
Select a unique name that complies with North Dakota naming rules and includes a designator such as 'Corporation,' 'Incorporated,' 'Inc.,' or 'Corp.' Use the North Dakota Secretary of State's business name search tool to confirm the name is available before filing.
30 minutes
Appoint a Registered Agent
Designate a registered agent with a physical street address in North Dakota who is available during normal business hours to receive legal and official documents. The registered agent can be an individual resident or a registered commercial agent service operating in the state.
1-2 hours
Select Your Board of Directors
Recruit at least three directors to serve on your nonprofit's initial board, as North Dakota law requires a minimum of three directors for nonprofit corporations. Directors must be at least 18 years of age and do not need to be North Dakota residents.
1-2 weeks
Draft and File Articles of Incorporation
Prepare and file Articles of Incorporation with the North Dakota Secretary of State, including the nonprofit's name, registered agent information, purpose, and incorporator details. File online via the Secretary of State's FirstStop portal or by mail with the $40 filing fee.
1-2 hours
What's Next After Filing
Once your Nonprofit is officially formed, you'll want to complete these important steps:
- •Draft Bylaws — Create bylaws that govern your nonprofit's internal operations, including board meeting procedures, officer roles, voting rights, and conflict-of-interest policies. While bylaws are not filed with the state, they are required for IRS tax-exempt status applications and are essential for organizational governance.
- •Obtain an EIN and Apply for Federal Tax Exemption — Apply for a federal Employer Identification Number (EIN) from the IRS at no cost, then file IRS Form 1023 or 1023-EZ to apply for 501(c)(3) tax-exempt status if applicable. The IRS filing fee is $600 for Form 1023 or $275 for Form 1023-EZ depending on your organization's size.
- •Register for State Charitable Solicitation (If Applicable) — If your nonprofit plans to solicit donations from the public in North Dakota, register with the North Dakota Secretary of State's Charitable Organizations program and comply with any annual renewal requirements. Some exemptions apply for small organizations or those that do not use paid solicitors.
Advantages
- ✓Eligible for federal 501(c)(3) tax-exempt status, exempting the organization from federal and state income taxes on qualifying activities
- ✓Donations to 501(c)(3) nonprofits are tax-deductible for donors, making fundraising easier and more attractive to contributors
- ✓North Dakota has a low annual report fee of only $10 and a relatively low $40 incorporation filing fee, keeping startup and maintenance costs minimal
- ✓Eligible for grant funding from government agencies, foundations, and corporations that restrict grants to recognized nonprofit organizations
- ✓Limited liability protection for directors, officers, and members from the organization's debts and legal obligations
Considerations
- •No private inurement allowed — profits cannot be distributed to founders, directors, or members, limiting personal financial benefit from the organization's success
- •Significant administrative burden including IRS Form 1023 preparation, annual IRS Form 990 filings, state annual reports, and charitable solicitation registration compliance
- •Obtaining and maintaining 501(c)(3) status requires ongoing compliance with IRS regulations, restrictions on political activity, and detailed financial record-keeping that can be costly and time-consuming
Annual Obligations
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