North Dakota has built a climate that supports businesses and fuels growth. New corporations in certain sectors can qualify for an income tax exemption for up to five years. Manufacturers can cut costs with tax breaks on certain investments in equipment. There’s also a property tax exemption for up to five years for businesses that contribute to wealth creation in the state. Combine these incentives with the loan programs from the Bank of North Dakota, which aim to fill financing gaps for early-stage ventures, and the state presents a compelling launchpad for new businesses.

Below, we’ll explain how to incorporate in North Dakota, from the filing steps and costs to what you must do after your business is formed.

What’s in this article?

• What does it mean to incorporate a business in North Dakota?
  
• What’s the difference between an S corporation and a C corporation?
  
• What are the advantages of forming a corporation in North Dakota?
  
• What are the steps to incorporate your business in North Dakota?
  
• How much does it cost to incorporate in North Dakota?
  
• What are the legal requirements after you incorporate in North Dakota?
  
• How Stripe Atlas can help
  

What does it mean to incorporate a business in North Dakota?

When you incorporate a business in North Dakota, you create a separate legal entity known as a corporation. Your corporation can own assets, sign contracts, hire employees, take on risk, and be held accountable independently from its owners.

To form one, you file articles of incorporation with the secretary of state. You’ll see references to S corporations (S corps) and C corporations (C corps), but you won’t have to choose one at formation. Those labels come from the federal tax elections you make later. The North Dakota secretary of state doesn’t record or distinguish between S and C corps at the registration stage.

Once you form your corporation, you’ll need to file an annual report (due August 1 for domestic corporations) and keep core records such as bylaws, meeting minutes, and an internal stock ledger.

What’s the difference between an S corporation and a C corporation?

Under North Dakota law, there are few differences between an S corp and a C corp. They are formed the same way and follow the same corporate rules but differ in taxation and ownership.

• C corp: This is the default structure. The corporation pays taxes on its profits, and shareholders pay tax again on dividends. This is known as double taxation. C corps enjoy flexibility because they can have unlimited shareholders, issue multiple classes of stock, and welcome foreign or institutional investors. A C corp scales cleanly and fits with equity funding structures, so it tends to be the choice for high-growth startups and venture-backed businesses.

• S corp: This structure avoids double taxation. Profits and losses flow directly to shareholders’ personal tax returns with no corporate-level tax. But there are more restrictions. You must file IRS Form 2553 to elect S corp status and have no more than 100 shareholders (all of whom must be US citizens or residents), and you can issue only 1 class of stock. An S corp often suits smaller, closely held businesses that want the legal protection of a corporation but prefer simpler, pass-through taxation.

What are the advantages of forming a corporation in North Dakota?

North Dakota builds a supportive environment for businesses that invest, hire, or produce in the state. Here are some advantages of incorporating in North Dakota.

• Corporate income tax exemption: North Dakota grants an income tax holiday of up to five years to new or expanding “primary sector” or tourism businesses that create jobs or introduce new goods or services. It’s a major incentive for startups in manufacturing, technology, processing, or energy.

• No property tax on most physical assets: Corporations pay tax only on a few utility and refinery assets. They don’t pay property tax on equipment, machinery, or inventory. This permanent exemption lowers overhead dramatically for asset-heavy operations such as manufacturing and logistics.

• Manufacturing equipment sales and use tax exemption: If you’re building or expanding a plant in North Dakota, you can qualify for a sales tax exemption on manufacturing machinery and equipment if the purchase directly contributes to production. The exemption can save thousands of dollars on a facility build-out.

• Renaissance zone incentives for urban investment: Cities statewide can designate certain neighborhoods as renaissance zones, which are targeted redevelopment areas where new investment is rewarded. If your business locates, expands, or improves property in one of these zones and meets the local requirements, it might qualify for up to eight years of local property tax exemptions. Each city sets its own guidelines and priority areas, which makes the program a flexible tool for revitalizing downtowns, commercial corridors, and industrial districts.

• Financing support through the Bank of North Dakota: The nation’s only state-owned bank partners with local lenders to provide low-interest development loans and specialized programs for small and medium-sized businesses. The bank’s co-lending structure expands access to capital, especially for businesses that are too young to access traditional financing.

What are the steps to incorporate your business in North Dakota?

North Dakota simplifies incorporation, especially online filing through FirstStop. Here are the steps, including choosing your corporate name, filing tax returns, and more:

• Choose a name that meets North Dakota’s rules: Your corporate name must include “Corporation,” “Incorporated,” “Company,” “Limited,” or an abbreviation of those terms (Inc., Corp., Co., Ltd.). Use the name search tool in FirstStop to check whether yours is taken. If you’re not ready to file, you can reserve your name for up to one year by filing a Reserved Name Application.

• Appoint a registered agent with a North Dakota street address: Every business must designate a registered agent with a physical address in North Dakota (no PO Boxes). The agent must consent to the role and be available during normal business hours to receive legal and official documents. Though a business entity can’t act as its own agent, an individual associated with the business who lives in North Dakota can do so. Keep this appointment up-to-date because losing your registered agent can jeopardize your good standing with the state.

• Prepare and file articles of incorporation: File online through FirstStop or by mail. Your articles must include your corporate name, registered agent and address, authorized shares, incorporator information, and any optional provisions you want to add. Once it’s approved by the secretary of state, your corporation officially exists.

• Organize the corporation: Hold an organizational meeting to adopt bylaws, appoint initial directors, elect officers, and issue shares. Record minutes. Keep these records at your principal office. You don’t file them with the state, but they’re necessary for corporate formalities and tasks such as banking and diligence.

• Register for state tax accounts and local permits: If your business will collect sales tax, have employees, or earn income in North Dakota, you’ll need to register with the appropriate state agencies. Corporations with North Dakota–sourced income must file corporate income tax returns (Form 40) with the Office of State Tax Commissioner. You might also need local licenses or permits, depending on your city, county, and type of business.

How much does it cost to incorporate in North Dakota?

If you’re planning your budget for incorporation, it’s useful to know which fees the state charges up front and each year. Use the table below as a quick guide to the standard state-level costs for a domestic business corporation.

Other costs might include legal counsel, a commercial registered agent, and expedited document couriers.

What are the legal requirements after you incorporate in North Dakota?

Forming your corporation is just the first step. To keep your business in good standing and preserve the legal protections that come with incorporation, you’ll need to meet ongoing state requirements. These obligations are straightforward, but they matter for maintaining limited liability, uninterrupted operations, and credibility with lenders and partners.

The steps below describe what you’ll need to do to keep your business active once it’s formed.

Maintain a registered agent

Your corporation must have a designated registered agent with a physical address in North Dakota. If the agent’s information changes, you must update the state promptly. Not maintaining a qualified registered agent can lead to the loss of good standing and, if not corrected, involuntary dissolution.

Keep your trade name up-to-date

Your corporation must operate under the exact name registered with the state—unless you register a trade name (often called a “doing business as” name) to use an alternative name publicly. Trade names are recorded with the secretary of state and must be kept current if your business changes names or expands into new lines of activity.

If the name you want is taken or reserved, your filing won’t go through unless you include a signed “Consent to Use Business Name” form from the existing name holder (plus a $10 fee) or a certified court order that gives you the right to use the name in North Dakota.

File an annual report

Every corporation must file an annual report online through FirstStop by August 1. Missing the deadline can risk your good standing. After a corporation receives a “Not Good Standing” status, the state can opt to dissolve the corporation if it doesn’t file its late annual report within 6 to 12 months. Filing on time keeps your corporation active and avoids unnecessary compliance issues.

How Stripe Atlas can help

Stripe Atlas sets up your company’s legal foundations so you can fundraise, open a bank account, and accept payments within two business days from anywhere in the world.

Join 75K+ companies incorporated using Atlas, including startups backed by top investors like Y Combinator, a16z, and General Catalyst.

Applying to Atlas

Applying to form a company with Atlas takes less than 10 minutes. You’ll choose your company structure, instantly confirm whether your company name is available, and add up to four cofounders. You’ll also decide how to split equity, reserve a pool of equity for future investors and employees, appoint officers, and then e-sign all your documents. Any cofounders will receive emails inviting them to e-sign their documents, too.

Accepting payments and banking before your EIN arrives

After forming your company, Atlas files for your Employer Identification Number (EIN). Founders with a US Social Security number, address, and cell phone number are eligible for IRS expedited processing, while others will receive standard processing, which can take a little longer. Additionally, Atlas enables pre-EIN payments and banking, so you can start accepting payments and making transactions before your EIN arrives.

Cashless founder stock purchase

Founders can purchase initial shares using their intellectual property (e.g., copyrights or patents) instead of cash, with proof of purchase stored in your Atlas Dashboard. Your IP must be valued at $100 or less to use this feature; if you own IP above that value, consult a lawyer before proceeding.

Automatic 83(b) tax election filing

Founders can file an 83(b) tax election to reduce personal income taxes. Atlas will file it for you—whether you are a US or non-US founder—with USPS Certified Mail and tracking. You’ll receive a signed 83(b) election and proof of filing directly in your Stripe Dashboard.

World-class company legal documents

Atlas provides all the legal documents you need to start running your company. Atlas C corp documents are built in collaboration with Cooley, one of the world’s leading venture capital law firms. These documents are designed to help you fundraise immediately and ensure your company is legally protected, covering aspects like ownership structure, equity distribution, and tax compliance.

A free year of Stripe Payments, plus $50K in partner credits and discounts

Atlas collaborates with top-tier partners to give founders exclusive discounts and credits. These include discounts on essential tools for engineering, tax, finance, compliance, and operations from industry leaders like AWS, Carta, and Perplexity. We also provide you with your required Delaware registered agent for free in your first year. Plus, as an Atlas user, you’ll access additional Stripe benefits, including up to a year of free payment processing for up to $100K in payment volume.

Learn more about how Atlas can help you set up your new business quickly and easily, or get started today.