North Dakota Foreign LLC Registration

What triggers foreign qualification in North Dakota?

• Physical office or place of business
• Employees working in the state

Activities that do NOT require registration in North Dakota

The following activities are explicitly carved out by statute. On their own, they do not require a foreign LLC to register in North Dakota.

• Maintaining or defending a lawsuit, administrative proceeding, or arbitration
• Holding meetings of members or managers, or carrying on internal company affairs
• Maintaining bank accounts
• Maintaining offices or agencies for the transfer, exchange, or registration of the LLC's own securities
• Selling through independent contractors
• Soliciting or obtaining orders if orders require acceptance outside the state before becoming contracts
• Creating or acquiring indebtedness, mortgages, or security interests in real or personal property
• Securing or collecting debts, or enforcing mortgages or security interests
• Owning real or personal property
• Conducting an isolated transaction completed within 30 days that is not part of repeated similar transactions
• Transacting business in interstate commerce

North Dakota's Uniform Limited Liability Company Act, codified at Chapter 10-32.1, lists activities at Section 10-32.1-82 ('Foreign limited liability company--Transactions not constituting transacting business'). Subsection (2) carves IN ownership of income-producing real or tangible personal property as transacting business, a deviation from the standard list.