General Business Corporation | Secretary of State

A corporation is an entity created by one or more persons and granted a charter as legal recognition of a separate entity. The separate entity has its own rights, privileges, and liabilities distinct from those of its shareholders. A corporation exists only by virtue of law, and has only those powers conferred on it by statutes, its articles of incorporation, bylaws of the corporation, and the resolutions and decisions of its shareholders. A corporation enjoys inherent qualities:

• Limited liability
• Transferability of ownership
• Possible tax advantages; and
• “Immortality”, unless dissolved or established for a specific period.

A corporation may hold property perpetually without the intricacies of conveyances regardless of the succession of shareholders or members.

Domestic Corporation

A domestic business corporation is one that has filed articles of incorporation with North Dakota’s Secretary of State according to North Dakota’s Business Corporation Act (NDCC, Chapter 10-19.1). Corporate existence commences when the articles of incorporation are filed, or at a later date specified in the articles of incorporation, but not later than ninety days from the date of filing.

A business corporation is formed for the purpose of generating profit for shareholders. It may be formed for any business purpose except banking, farming, and insurance (insurer backing claims). Insurance agencies selling insurance products may be formed as a business corporation.

Trade Name

A corporation using a trade name in the transaction of business must file a Trade Name Registration with the Secretary of State. A trade name is a name other than the corporate name.

The registration of the Trade Name Registration:

• Affords exclusive right to that name in the State of North Dakota. No other business may file a name with the Secretary of State that is the same as, or deceptively similar, to any registered name.
• Establishes a public record from which the name of the corporation using the name can be identified.

Foreign Corporation

A foreign corporation is one that has filed articles of incorporation under laws other than the laws of North Dakota. “Foreign” refers to corporations incorporated in jurisdictions out-of-state as well as out-of-country.

A foreign corporation must obtain a certificate of authority from the Secretary of State:

• To transact business in North Dakota; or
• To obtain any license or permit issued according to North Dakota laws.

A foreign corporation may obtain a certificate of authority to transact any business purpose except banking and insurance (insurer backing claims). Insurance agencies selling insurance products may obtain a certificate of authority to transact business.

A foreign corporation using a name other than its corporate name must comply with the Trade Name Registration requirement as described above.