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, or settling claims or disputes
• Holding meetings of managers, governors, or members, or carrying on internal company affairs
• Maintaining bank accounts
• Maintaining offices or agencies for transfer, exchange, and registration of its securities, or trustees or depositories for them
• Holding title to and managing property in the state as executor, administrator, trustee, guardian, or conservator
• Making, participating in, or investing in loans, or creating as borrower or lender or acquiring indebtedness, mortgages, or security interests in real or personal property
• Securing or collecting its debts, or enforcing rights in property securing its debts
• Conducting an isolated transaction completed within 30 days and not in the course of a number of repeated transactions of like nature

Under N.D.C.C. Section 10-32.1-82. North Dakota lists only 8 safe harbors and has NO independent-contractor item, NO order-solicitation item, NO interstate-commerce item and NO property-ownership safe harbor. Subsection 2 reverses property ownership: owning income-producing real or tangible personal property in North Dakota DOES constitute transacting business. The isolated-transaction carve-out carries a 30-day limit.