How to Start a Nonprofit in North Dakota
North Dakota nonprofit formation is straightforward and affordable. The state has low filing fees, a clear online portal (FirstStop), and business-friendly processes. However, North Dakota requires specific attention to its February 1 annual report deadline (with no flexibility), the minimum 3-director unrelated requirement, and mandatory charitable solicitation registration if you plan fundraising.
Formation Requirements
Step 1: Check Name Availability
Your nonprofit name must be unique and distinguishable from all entities on record with the North Dakota Secretary of State. Search available names through FirstStop Portal at firststop.sos.nd.gov.
Your name should not be identical or deceptively similar to existing registered names.
Step 2: Prepare Your Articles of Incorporation
Use the official North Dakota Nonprofit Corporation Articles of Incorporation form available through FirstStop Portal. The state does provide a template (unlike Nebraska), but for 501(c)(3) compliance you'll need to add IRS language.
Your Articles must include:
- Organization name
- Statement of purpose/mission
- Duration of existence (perpetual is default)
- Registered agent name and North Dakota address
- Initial board of directors names and addresses (recommended)
- Asset distribution upon dissolution (required for 501(c)(3): attach or supplement)
- Statement of whether organization will have members
- For 501(c)(3) applicants: IRS-required language including charitable purposes and dissolution clause
Step 3: File with Secretary of State
Submit your Articles through the FirstStop Portal at firststop.sos.nd.gov or by mail:
North Dakota Secretary of State 600 E. Boulevard Ave, Dept. 108, 1st Floor Bismarck, ND 58505
- Filing fee: $40
- Processing: Up to 20 business days
- Filing method: Online (recommended) or mail
Step 4: Register for Charitable Solicitation (If Applicable)
If you plan to solicit donations, file the Charitable Organization Registration Statement with the Secretary of State before beginning any solicitation.
- Fee: $25
- Filing method: Through FirstStop Portal
- Deadline: File BEFORE soliciting
Step 5: Appoint Registered Agent
Your nonprofit must have a registered agent with a physical North Dakota street address (no P.O. boxes). Your agent can be:
- A North Dakota resident individual
- A North Dakota-authorized business entity
The agent must accept service of process and forward legal notices to your organization.
Governance Requirements
Board of Directors
North Dakota requires a minimum of 3 directors. Critical: Directors cannot be related to each other.
This alignment with IRS requirements (which also prefer 3+ unrelated directors) makes formation straightforward—you'll naturally meet federal requirements if you comply with state law.
Directors do not need to reside in North Dakota.
Officers
North Dakota does not mandate specific officer titles, though bylaws typically establish:
- President
- Secretary
- Treasurer
Officers are elected by the board per your bylaws.
Bylaws
Bylaws are required by North Dakota law but NOT filed with the Secretary of State. They are internal governing documents adopted at your organizational meeting. Your bylaws address:
- Board composition and election procedures
- Officer roles and duties
- Meeting frequency and procedures
- Quorum requirements
- Committee structure (if applicable)
- Amendment procedures
- Conflict of interest policy (expected by IRS)
Registered Agent
(Covered in Step 5 above)
State Tax Exemption
Income Tax
North Dakota automatically exempts organizations with federal 501(c)(3) status from North Dakota state income tax. No separate application required.
Sales Tax Exemption
Sales tax exemptions are limited to:
- Churches (for religious items: Bibles, hymnals, etc.)
- Nonprofit music/drama organizations (for admission receipts from live performances)
- Select organizations with specific exemptions (must request from ND Tax Department)
Most general nonprofits and 501(c)(3)s do NOT qualify for automatic sales tax exemption. If your organization does sales, consult with the ND Tax Commissioner's office about potential exemptions.
Property Tax Exemption
Property tax exemption is available for property used exclusively for charitable purposes.
Requirements:
- Must be 501(c)(3) organization
- Property must be owned and occupied by organization
- Used exclusively for charitable purposes
Application: File with your local county assessor by February 1 of the year for which exemption is sought
Critical: Exemption is NOT permanent. You must apply EVERY YEAR. Missing the February 1 deadline means loss of exemption for that tax year.
Ongoing Compliance
Nonprofit Annual Report
Deadline: February 1 (CRITICAL—no extensions)
- Fee: $10 (on-time); $15 (if filed after February 1)
- Filing method: Through FirstStop Portal or by mail
- Contents: Organization name and address, registered agent information, current business address, directors and officers names/addresses
- Consequences: If not filed within one year of February 1 deadline (by February 1 of the following year), involuntary dissolution occurs
This deadline is unforgiving—set calendar reminders 2-3 weeks in advance.
Charitable Organization Annual Report (If Soliciting)
If you solicited donations in the fiscal year, file a separate Charitable Organization Annual Report.
Deadline: September 1
- Contents: Financial information from prior 12 months, confirmation of continued charitable status, registered charitable solicitation status
- Filing method: Through FirstStop Portal or Secretary of State
Federal Form 990
File annually with the IRS based on gross receipts:
- Form 990-N if under $50,000
- Form 990-EZ if under $200,000 and under $500,000 assets
- Form 990 (full) if you exceed either threshold
Deadline: 5 months 15 days after fiscal year end (May 15 for calendar year)
Missing three consecutive federal filings results in automatic loss of 501(c)(3) status.
Key Deadlines
- Filing with Secretary of State: Up to 20 business days after submission
- February 1 (annually): Nonprofit Annual Report to Secretary of State ($10; $15 if late)
- September 1 (if soliciting): Charitable Organization Annual Report to Secretary of State
- May 15 (annually): Federal Form 990 filing
- February 1 (for property-owning nonprofits): Property tax exemption application to county assessor (annual)
Important Considerations
February 1 Deadline Is Unyielding
North Dakota's February 1 annual report deadline is firm. Unlike some states with grace periods, missing this deadline triggers involuntary dissolution. If your nonprofit is not filed by February 1 of the year following incorporation, or if you miss the deadline in any subsequent year, you face automatic dissolution.
The solution: Set automatic calendar reminders, preferably 3 weeks in advance.
Dual Annual Reports for Soliciting Organizations
If you solicit donations, you file TWO annual reports:
- Nonprofit Annual Report to Secretary of State: February 1, $10 fee
- Charitable Organization Annual Report to Secretary of State: September 1, no stated fee
Both are required. Missing either creates compliance risk.
Unrelated Directors Requirement
The requirement that 3 directors be unrelated to each other (by blood/marriage) is strict. You cannot have a family-dominated board even if other requirements are met. This naturally aligns with IRS best practices but limits some family-controlled nonprofit structures.
Property Tax Exemption Is Not Permanent
Unlike some states, North Dakota requires annual property tax exemption applications. You must reapply by February 1 each year to maintain exemption. Missing the deadline costs you that year's exemption.
Sales Tax Exemption Very Limited
Most nonprofits cannot claim general sales tax exemption. Only churches (for religious items), nonprofit performance organizations, and select other specific organization types qualify. If your nonprofit does sales, contact the ND Tax Commissioner's office to determine eligibility.
Get Started
North Dakota's formation process is genuinely straightforward. Low costs, online portal efficiency, and aligned state/federal requirements make this an excellent nonprofit environment. The key is managing the February 1 annual report deadline with no flexibility and remembering that property-owning nonprofits must renew exemption applications annually.
For more information:
- North Dakota Secretary of State - Nonprofit Services
- FirstStop Portal
- North Dakota Association of Nonprofit Organizations
- Nonprofit Startup Navigator Service
Explore our complete formation guide to compare all 50 states, or use our Nonprofit Startup Navigator service for personalized support through North Dakota's formation process.