Starting a nonprofit in North Dakota
Starting a nonprofit organization in North Dakota is governed by chapter 10-33 of the North Dakota Century Code.
Eligibility for starting a nonprofit organization in North Dakota
1) The application for incorporating a nonprofit organization in North Dakota must be moved by one or more incorporators, who must be at least 18 years of age. Incorporators need not be residents of North Dakota.
2) The Non profit organization must be represented by a Commercial or an Individual registered agent with a valid street address of North Dakota. (P.O Box address not allowed). This address is also to serve as the registered office address of the Non profit organization, which may or may not be the principal place of business for the Nonprofit organization.
3) The minimum number of directors for a North Dakota nonprofit organization is 3. If however the organization has either one or two members with voting rights then the organization may have less than 3 directors but the number of directors in that case cannot be less than the number of members with voting rights.
Steps involved in starting a nonprofit organization in North Dakota
Step 1. Choosing a Name
As per North Dakota statutes, the name of a North Dakota nonprofit organization may be in any language provided it is expressed in English letters or characters in the application.
North does not require a nonprofit organization to use corporate designators like “company,” “corporation,” “incorporated,” “limited,” etc with the name as is required in many other states.
Use of words like “bank,”, “banker,” or “banking,” is prohibited in the name.
The name of a proposed nonprofit organization must be distinguishable from the names of other names already reserved or registered with the Secretary of State and should not be deceptively similar to the name of any business entity operating out of North Dakota.
Factors to be considered when choosing the name for a nonprofit organization must be assessed here.
Step 2. Drafting the Articles of Incorporation
Mandatory Contents of Article of Incorporation
As per North Dakota statutes, the Article of Incorporation of a nonprofit organization must include –
a) The name of the nonprofit organization as per requirements specified above.
b) The name and valid street address of the registered agent of the nonprofit organization.
c) A statement specifying whether the effective date of incorporation of the nonprofit organization is to be the effective date of filing or any other date within ninety days after the submission of the articles to the Secretary of State.
d) The purpose(s) for which the nonprofit organization is being established. The organization can also mention one of the purposes as ‘conducting of any lawful activity’ to widen the scope of activities that can be undertaken by the organization in future.
e) The names and addresses of all the incorporators of the nonprofit organization.
f) Any other provisions decided for inclusion by the directors/incorporators of the organization for effective management of the day to day affairs of the nonprofit organization.
g) d) If the organization chooses a specific date on which it is to would cease to exist, that date might be included in this article.
Language specified for inclusion by the IRS to qualify for tax exempt status under section 501(c)(3)
IRS has prescribed addition of 4 clauses to the article of Incorporation of the organization wishes to seek 501(c)(3) tax exempt recognition.
These clauses can be copied from here (opens in a new window)to be inserted into the Article of Incorporation exactly as they are given.
Download sample Article of Incorporation
Click here to download a secretary of state prescribed sample of articles of incorporation for a North Dakota nonprofit corporation. (opens in a new window).
A nonprofit organization may use this prescribed form, or it may use another format provided the text and the order of contents of the Article contain the minimum information required by North Dakota statute.
Also note that the sample provided above is the minimalist version of the form and it does not even include clauses required for availing IRS tax exempt recognition. Be sure to add these clauses to the Article.
Step 3. Filing the Articles of Incorporation
Executing the Article of Incorporation – The articles of incorporation must be printed on white blank sheet of paper and must be signed and dated on all the pages by all the incorporators named in the articles.
The articles of Incorporation must be accompanied by a signed consent of the registered agent .
Filing Fee – The fee payable for filing the article for Incorporation is is $40. ( $30 fee for filing the articles of incorporation + $10 for the registered agent’s consent.)
Filing fee is payable through check made payable in the name of “Secretary of State”
Filing fee can also be paid by credit card using Visa, MasterCard, or Discover.
Where to file
Duly filled Article of incorporation along with check for the requisite filing fee is to be delivered in person or mailed across to –
Secretary of State
State of North Dakota
600 E Boulevard Ave Dept 108
Bismarck ND 58505-0500
EMAIL FILING: The articles can alternatively be scanned and emailed along with a documents and credit card payment authorization to the Secretary of State at firstname.lastname@example.org.
FAX FILING: The documents and credit card payment authorization may alternatively be faxed to 701-328-2992.
Assistance: Assistance related to filing process can be sought at 701-328-4284 or at toll free number : 800-352-0867 (8-4284).
Time required – Incorporating a Non profit organization in North Dakota takes around 3-7 days. Provision for expedited filing is also available.
Birth of the Nonprofit organization – A Nonprofit organization comes into formal legal existence in North Dakota immediately after the Articles of Incorporation are successfully filed with the office of the Secretary of States .
Conclusion- The process of filing for Incorporation process is a valuable learning experience for any one planning to form and manage a Nonprofit organization.
The process can alternatively be outsourced to professional Incorporation service providers.
It is however not advised to let the service provider draft the Articles of the Nonprofit organization as this governs how a nonprofit functions on a day to day basis.