North Dakota LLC Operating Agreement Templates

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A North Dakota LLC operating agreement is a legal document that would be used by companies of any size, to establish various aspects of the company that will not only keep the company well running, but would also provide the benefit of protection to the members/owner that will be vital in the event that legal issues should arise under any circumstances.

North Dakota does not require this document to be in place in order for any company to operate within the State, however, without the completion and filing of this document, the laws will likely default to the State, which could leave the members/owners liable and could require that they liquidate personal and financial assets and accounts to make claims against the entity. With this document in place, all members are separated from the business and therefore their private assets are protected from the debts and liabilities of the business. The company shall also be provided tax benefits that would otherwise be unavailable to the company.

Uniform Limited Liability Company ActChapter 10-32.1

Operating Agreement Laws§ 10-32.1-13

State Definition§ 10-32.1-02 (36)

By Type (2)

Multi-Member LLC Operating Agreement – This document is designed for use by any company with more than one (1) member. This document shall establish the internal affairs, rules, ownership percentages of ownership, and more, that would be unanimously agreed upon by the members of the entity.

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Single-Member LLC Operating Agreement – For use by a company with only one (1) owner/member, in order to establish general operating procedures. The form will establish a separation, in writing, between the company and member, providing protections needed when/if the company should experience difficulties, without placing the personal assets of the owner in jeopardy.

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Table of Contents

How to Form an LLC in North Dakota (4 steps)

Filers should begin the LLC application process by ensuring that their business name is available for use and unique in the State’s records. By performing a Preliminary Search, it is possible to verify that no other business has taken or reserved the name for future use, thus ensuring its availability.

Step 1 – Registered Agent

Each LLC in the State must elect a commercial or noncommercial Registered Agent. The agent will serve as a contact for the LLC in the event of service of process or litigation.

A commercial agent must be registered with the North Dakota Secretary of State.

A noncommercial agent may be either of the following:

  • Person with residence in the State
  • Domestic or Foreign Corporation
  • Domestic or Foreign LLC

Step 2 – Registration Application

Applications for both Domestic and Foreign LLCs can be found below. For both, the North Dakota Secretary of State now accepts only online filings.

Note that Foreign LLCs are asked to include a Certificate of Existence (or similar document) issued within ninety (90) days of filing.

Step 3 – Operating Agreement (optional)

The managing member(s) of an LLC may organize the internal affairs of their company by drafting an operating agreement. An operating agreement states the various policies of the business and provides proof of each member’s agreed upon duties and responsibilities.

Step 4 – Employer Identification Number (EIN)

An Employer Identification Number, or EIN, is a number issued to businesses by the Internal Revenue Service for the purpose of reporting tax information. The EIN will be necessary to conduct certain financial transactions such as opening company bank accounts or legally hiring employees. You can acquire an EIN for free by completing either of the following:

(Video) How to Make an LLC Operating Agreement in North Dakota