North Dakota says in statute exactly what it takes to get one

The Bottom Line for North Dakota LLCs

Two things have to be true and the legislature names both: every annual report filed, and every fee owed to the secretary of state paid. Meet those, submit the request form inside the FirstStop Portal, and the office issues it either on paper or as an electronic record carrying the same force.

Conditions like these can live in agency guidance, which is rewritten on any Tuesday without telling anyone. North Dakota put its in the Century Code. N.D.C.C. 10-32.1-93(2) provides that the company for which a certificate is requested must have filed all annual reports and paid all fees due to the secretary of state. Two items joined by an 'and' is a closed list, and closed is the part that matters: those are conditions rather than examples, and something not on the list is not a condition of issuance. Both items are also obligations to one office, which is the structural reason a state tax question cannot block this particular document. That does not mean tax standing is irrelevant to your counterparty. It means the tax answer lives on a different piece of paper, issued by a different agency, and you should find out which one you were actually asked for.

What North Dakota Actually Calls It

North Dakota calls it a Certificate of Good Standing, issued by North Dakota Office of the Secretary of State, Business Services.

It verifies that the limited liability company exists and is in good standing with the Secretary of State. The Secretary of State issues it only where the company has filed all annual reports and paid all fees due, and the certificate may be furnished as an electronic record with the same force and effect as a paper one.

North Dakota also uses certificate of existence, certificate of authorization for documents in this family.

Two Documents, Similar Names

North Dakota has a second document with a similar name. The North Dakota Office of State Tax Commissioner issues a Certificate of Good Standing for tax purposes, which covers state tax accounts. That is not the same paper as the Certificate of Good Standing, and the two are not interchangeable. Ask whoever requested it which one they mean.

Why You Need One

Registering the LLC in a second state is the most common trigger by a wide margin, because a receiving filing office will not take your word for your North Dakota status. Lenders ask during underwriting, and vendor onboarding at a large operator, a co-op or a hospital system frequently asks as part of the supplier packet. Diligence on a sale of the business generates it every time. Two North Dakota-specific notes are worth carrying into that conversation. First, if the request came from a tax department or mentions tax accounts at all, the document being asked for is probably the Tax Commissioner's, not this one. Second, a counterparty who says 'certificate of existence' or 'certificate of authorization' is asking for this same document under names the statute itself uses, so there is nothing to resolve there.

What It Costs in North Dakota

North Dakota charges $20 for the Certificate of Good Standing.

Where this fee comes from: N.D.C.C. 10-32.1-92: "30. Furnishing a certificate of good standing, existence, or authorization: a. Fifteen dollars; and b. Five dollars for a search of records."

How to Order It

You can order the Certificate of Good Standing online.

North Dakota does not publish a turnaround time for the Certificate of Good Standing, so this page does not quote one.

Order it on the North Dakota site

The Request Certificate form sits inside the FirstStop Portal and requires a portal account, so the form itself could not be opened without signing in.

Ordering runs through the FirstStop Portal, and the practical obstacle is that the Request Certificate form lives behind the login. You cannot look at the form, or read what it asks for, until you have an account with the entity attached to it, which means the account setup is the real first step rather than a formality at the end. Pricing is the second thing that catches people, in two ways. The certificate is not listed on the state's LLC fee page at all, which covers registration, reports, amendments, dissolution and withdrawal, so a reader checking there finds nothing; the price is on the Maintain Registration page instead. And the statute breaks the charge into a fee for furnishing the certificate plus a smaller fee for the record search, while the agency page quotes the combined total. Those are the same money described at different levels of detail, not a surcharge. Finally, if what you need is a Certificate of Fact rather than this document, the Maintain Registration page does not price it and routes you to contact the office directly, so that request starts with a phone call.

1. 1

   Confirm which of the two documents you were asked for

   Read the request literally. If it mentions tax accounts, sales and use tax, or withholding, it points at the Tax Commissioner's document. If it mentions your registration, your existence or your authority to transact business, it points at this one. A single email to the requester saves a wasted application.

2. 2

   Set up your FirstStop Portal account and attach the entity

   The Request Certificate form is inside the portal and cannot be viewed without signing in. If your registered agent or accountant has always filed the annual report, they hold the credentials, so get access from them rather than opening a second account against the same company.

3. 3

   Read your own annual report history against the statute's two conditions

   Every annual report filed, every fee owed to the secretary of state paid. Those are the only two things standing between you and the certificate, and both are visible in the portal's filing history.

4. 4

   Cure anything missing before you submit the request

   File the outstanding report and clear the balance, then let the record update. Requesting first and curing afterwards just means paying attention to a rejection you could have predicted.

5. 5

   Submit the Request Certificate form and choose your format

   The statute allows the office to furnish the certificate as an electronic record with the same force and effect as a paper one, so an electronic copy is not a lesser document. Choose paper only if your recipient has said it wants an original.

6. 6

   Start the apostille separately if the certificate is going abroad

   Authentication is its own request to the Secretary of State, with its own record search and its own processing window, and it begins after the certificate exists. Sequence it into the plan rather than discovering it at the end.

What Puts You Out of Standing in North Dakota

Before North Dakota will issue the Certificate of Good Standing, your filings with the state's business filing office have to be current. No separate tax clearance from a revenue agency is part of it.

The statute states the conditions for issuance in full and both of them are Secretary of State obligations. No Office of State Tax Commissioner clearance is among them. The Tax Commissioner does publish its own separate Application To Obtain Certificate of Good Standing for tax purposes, which is a different document from the Secretary of State certificate covered here.

Because the conditions are statutory, so is the failure mode. An unfiled annual report or an unpaid fee owed to the secretary of state puts the certificate out of reach until you cure it, and curing it is exactly as literal as it sounds: file the report, pay the balance, then request the certificate. The statute leaves nothing discretionary to wait on and no third office to route through. What this structure gives you is a clean diagnosis. If North Dakota will not issue, one of those two things is wrong, and both are visible in your own filing history in the portal. What it does not give you is any comfort about tax: the Office of State Tax Commissioner runs its own good standing process on its own criteria, and a company that clears the Secretary of State's two conditions can still be behind with Tax. If the person asking cares about tax accounts, satisfying this statute has not answered them.

How Long It Stays Good in North Dakota

North Dakota publishes nothing about how long the Certificate of Good Standing stays current. Whoever asked you for it does: banks, lenders and other states' filing offices each set their own recency rule, and that window is theirs, not North Dakota's. Ask what it is, and order the certificate once you know.

The certificate is proof as of the day it is issued and North Dakota sets no shelf life on it, so the calendar that governs you belongs to whoever asked. Build your schedule backwards from their deadline and add slack for two things. The first is the turnaround, which the state has not published, so treat it as unknown rather than as instant even though the statute allows delivery as an electronic record. The second applies only if the certificate is leaving the country: authentication is a separate request to the Secretary of State's apostille desk, that desk states its own processing expectation on its own page, and it starts counting only once it has the certificate in hand. A domestic lender ordering on Monday for a Friday closing is fine. A foreign registry filing is a two-step timeline and should be started earlier than feels necessary.

Using It Outside the United States

For use abroad, North Dakota Office of the Secretary of State will authenticate the certificate with an apostille for $10 per document.

Who to Ask in North Dakota

Business Services at the North Dakota Office of the Secretary of State in Bismarck maintains the LLC record, runs the FirstStop Portal and issues the certificate, and its Maintain Registration page is the one to bookmark rather than the LLC fee page. Portal problems, a login that will not attach to your entity, or a Certificate of Fact request all go to that same office by phone. Apostilles and certifications are handled by the Secretary of State as well but as a distinct service with its own page, its own charge and its own record search. The office that answers tax standing questions is the North Dakota Office of State Tax Commissioner, which issues the separate tax-side good standing document; nothing about it is administered by the Secretary of State, and asking one office about the other's paperwork is how a week disappears.

Sources

• ndlegis.gov/cencode/t10c32-1.pdf
• sos.nd.gov/business/business-services/maintain-registration
• sos.nd.gov/business/business-services/business-structures/limited-liability-companies/limited-liability-company-llc/llc-fees.html
• sos.nd.gov/notary-apostille/apostille-and-certification
• firststop.sos.nd.gov

Every figure on this page was read from a North Dakota government source, not from a formation service. Confidence in this record: high. See our editorial policy for how these are verified and corrected.