Form a Partnership in North Dakota
Everything you need to know about forming a Partnership in North Dakota. Filing fees, requirements, timeline, and step-by-step guidance.
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How to File
Choose a Partnership Type
Decide whether to form a General Partnership (GP), Limited Partnership (LP), or Limited Liability Partnership (LLP), as each has different liability protections and filing requirements in North Dakota. GPs require no formal state filing, while LPs and LLPs must register with the Secretary of State.
1-2 hours
Select and Verify a Business Name
Choose a unique partnership name and search the North Dakota Secretary of State's business name database to confirm availability. LLPs must include 'Registered Limited Liability Partnership' or 'RLLP' in the name; LPs must include 'Limited Partnership' or 'LP'.
30 minutes
Draft a Partnership Agreement
Although not legally required by North Dakota law, a written partnership agreement is strongly recommended to define each partner's roles, contributions, profit-sharing ratios, and dispute resolution procedures. Without one, North Dakota's Uniform Partnership Act default rules will govern the partnership.
2-5 hours
Designate a Registered Agent
LPs and LLPs must appoint a registered agent with a physical street address in North Dakota to receive legal and official documents on behalf of the partnership. The registered agent can be an individual partner or a professional registered agent service.
30 minutes
What's Next After Filing
Once your Partnership is officially formed, you'll want to complete these important steps:
- •File Formation Documents with the State — LPs must file a Certificate of Limited Partnership and LLPs must file a Statement of Qualification with the North Dakota Secretary of State, either online or by mail, along with the $100 filing fee. General partnerships are not required to file but may register a trade name for $25.
- •Obtain an EIN and Open a Business Bank Account — Apply for a federal Employer Identification Number (EIN) from the IRS at no cost, which is required for tax filing, hiring employees, and opening a business bank account. Keeping partnership finances separate from personal accounts is essential for accurate record-keeping.
- •Register for State Taxes and Obtain Licenses — Register with the North Dakota Office of State Tax Commissioner for applicable state taxes, including sales tax if selling goods or services, and obtain any required local or professional business licenses and permits. Partnerships file informational returns at the state level while partners report income on personal returns.
Advantages
- ✓Simple and inexpensive to form, especially general partnerships which require no formal state registration or filing fees
- ✓Pass-through taxation means partnership income is only taxed once at the individual partner level, avoiding double taxation
- ✓Flexible management structure with no requirement for a board of directors or formal officer roles
- ✓LLP designation provides limited liability protection for partners against the misconduct or negligence of other partners
Considerations
- •General partners in a GP or LP face unlimited personal liability for the debts and obligations of the partnership
- •Partnerships may be less attractive to outside investors compared to corporations or LLCs, limiting capital-raising options
- •The partnership dissolves upon the death, withdrawal, or bankruptcy of a general partner unless the partnership agreement provides otherwise
Annual Obligations
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