North Dakota LLC Operating Agreement Template [PDF]

The North Dakota limited liability company (LLC) operating agreement is a legal document that outlines each member’s contributions, rights, and responsibilities within the company.

The LLC operating agreement, or business operating agreement, enables parties to outline every aspect of how the company will be organized and operated.

Federal and state laws provide minimal regulation in that regard and leave it to companies to regulate their operations according to their specific business model.

Is an Operating Agreement Required in North Dakota?

No, an operating agreement is not a required document in North Dakota. However, the parties that want to optimize their business operations and regulate the mutual relationship between the company members still choose to draft the operating agreement.

4 Main Types of Operating Agreements

In North Dakota, there are four main types of operating agreements used for LLCs:

Types of Operating Agreements

Single-member LLC operating agreement: Used when there is only one member to the LLC. It is useful for outlining the difference between the LLC and the member as an individual.
Multi-member LLC operating agreement: Here, two or more members form the LLC, and the operating agreement regulates the operation of the company and the relationships among the members.
Member-managed LLC operating agreement: The members that have decided to personally operate the LLC use the operating agreement to determine each member’s managerial rights and duties within the company.
Manager-managed LLC operating agreement: Here, the members have delegated their managerial powers to the professional manager, and the operating agreement outlines the manager’s scope of authority.

Laws and Legal Requirements for LLC Operating Agreements in North Dakota

Chapter 10-32.1 of the North Dakota Century Code, also called the Uniform Limited Liability Company Act, regulates the status of LLCs in North Dakota.

Moreover, there are a few sections of this act that regulate the status of operating agreements in particular:

Laws and Legal Requirements

§ 10-32.1-13: Scope, function, and limitations of the operating agreement.
§ 10-32.1-14: Operating agreement effect on a limited liability company and persons becoming members - Preformation agreement.
§ 10-32.1-15: Operating agreement - Effect on third parties and relationship to records effective on behalf of a limited liability company.

How to Form a Limited Liability Company (LLC) in North Dakota

Here, you can see the step-by-step process for establishing an LLC in North Dakota:

How to Form a LLC in North Dakota

#1. Choose a Business Name For Your LLC

When choosing the business name for your LLC, you should make sure that the name is not already taken by another business entity, and you should also make sure your name is distinguishable from any other name registered in North Carolina.

If you fail to fulfill these criteria, your application might be rejected. To check if your name is distinguishable, go to the Secretary of State’s website and do a preliminary search.

#2. Choose the Type of LLC

Here, you have two options:

Domestic LLCs: Companies that are established and registered in North Dakota.
Foreign LLCs: Companies established outside North Dakota but registered in North Dakota due to their business expansion to that state.

#3. Nominate an Agent

Next, you should nominate an agent who will be the official contact for the LLC and receive official notifications and documents on its behalf.

The agent can be an individual with a registered address in North Dakota or an entity with authority to operate in North Dakota.

#4. File the Registration Documents

For domestic LLCs, you should submit the Articles of Organization. You can complete this step only online.

For foreign LLCs, you should submit the Certificate of Authority online. Within 90 days after filing the Certificate of Authority, you should also file the Certificate of Existence.

#5. Pay the Required Fees

For both domestic and foreign LLCs, you should pay a $135 filing fee. Besides that, you should also pay $50 for the annual report.

#6. Create your LLC Operating Agreement

After completing the LLC registration, you should draft the operating agreement to optimize your business operations and prevent disputes between the company members.

You don’t have to register the operating agreement with any state office, so after all the members sign the document, you should keep it in your office.

#7. Apply For an Employer Identification Number (EIN)

This number can be obtained on the IRS website or by filing the SS-4 Form. It will enable you to open a company bank account, hire employees, and complete certain transactions.