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Articles of Incorporation

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NORTH DAKOTA BUSINESS OR FARMING CORPORATION ARTICLES OF INCORPORATION

FILING FEE: $100.00

TYPE OR PRINT LEGIBLY

ATTACHMENT: Initial Report for Farming or Ranching is required of corporations engaged in farming or ranching.

SEE INSTRUCTIONS FOR FEES, FILING AND MAILING INFORMATION.

The undersigned natural persons of the age of eighteen years or more, acting as incorporators, adopt the following Articles of Incorporation according to:

(Check One)

FOR OFFICE USE ONLY

ID Number:

Work Order Number:

Filed: By:

Article 1A. Name of Corporation

Article 1B. Address of Principal Executive Office (Street/RR, City, State, ZIP+4). Address cannot only be a post office box.

Article 2.A. Name of Commercial Registered Agent in North Dakota

2.B. Name of Noncommercial Registered Agent in North Dakota

OR

2.C. Address of Noncommercial Registered Agent in North Dakota (Street/RR, PO Box, City, State, ZIP+4) May not be only a post office box.

Article 3. The corporation shall be effective: (check one)

(Must be within 90 days after filing with Secretary of State)

Article 4. Purposes for which Corporation is Organized are General Business, OR

Article 5.A. Aggregate Number of Shares the Corporation has Authority to Issue

B. Par Value per Share Authorized by Corporation

C. If shares are divided into classes, they are classified as follows:

Class Number of Shares Par Value per Share

Article 6. Other Provisions Elected for Inclusion

Article 7. Name and Address of Each Incorporator

Name Street/RR PO Box City State ZIP+4

"The above named incorporators have read the foregoing Articles of Incorporation, know the contents, and believe the statements made therein to be true. We authorize the Secretary of State to correct Articles 2.A., 2.B., or 2.C. if not correctly reflected. We understand that if we make a false statement in this document, we may be subject to criminal penalties. "

Signature

Date

Signature

Date

Signature

Date

Name of Person to Contact About This Document

E-mail Address

Daytime Telephone Number and Extension, if any:

CREDIT CARD PAYMENT AUTHORIZATION

SECRETARY OF STATE

SFN 51478 (4-2012)

(All items required to complete transaction)

Name

Amount Authorized

Address

Telephone Number

City

State

ZIP Code

Signature (Required by Credit Card Companies)

Date

Account Number

CSC Number *

Card Expires Month

Year

* (CSC is the three-digit security code on the back of your card by the signature)

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What the Articles of Incorporation are and why they matter

Articles of Incorporation are the formal, filed document that creates a corporation under state law. They establish the corporation's legal name, registered agent, principal office, stock structure (if any), incorporators, and other statutory details required by the Secretary of State. Filing the Articles legally organizes the entity, triggers state registration, and begins obligations such as franchise tax, annual reports, and corporate recordkeeping. Accuracy at filing affects liability protection, tax status, and the ability to open business accounts or enter into contracts.

Why preparing correct Articles of Incorporation is important

Properly completed Articles provide legal existence, limited liability for owners, and a clear public record of the corporation’s basic terms, helping to avoid registration delays and administrative penalties.

Why preparing correct Articles of Incorporation is important

Who typically prepares and files Articles of Incorporation

The filer should ensure that signatory authority, statutory language, and required attachments match the chosen state’s incorporation form.

  • Founders and incorporators preparing initial formation documents before accepting capital or hiring staff.
  • Attorneys or paralegals drafting articles and advising on stock, purpose, and governance clauses.
  • Registered agent services and formation firms submitting filings and receiving official state correspondence.

Who signs and who files

Incorporator

The incorporator is the individual or entity that signs the Articles to form the corporation. They must provide a valid name and contact information; incorporators may be officers or third-party agents and typically have authority only to execute formation documents.

Registered Agent

The registered agent accepts official process for the corporation and must be identified in the Articles with a physical address in the filing state. The agent can be an individual or a service authorized to receive legal notices.

Required core details to include on the form

Corporate Name: Exact legal name
Purpose: Business purpose
Registered Agent: Name and address
Incorporator: Name and address
Stock Structure: Share classes
Principal Office: Street address

Consequences of errors or omissions

Rejection of Filing: Delay in formation
Personal Liability: Loss of limited liability
Fines and Fees: State penalties possible
Tax Misclassification: Incorrect tax status
Franchise Exposure: Unplanned franchise tax
Recordkeeping Gaps: Compliance risk

Common preparation pitfalls to avoid

  • Using an assumed or trade name instead of the full legal corporate name can cause rejection or future disputes over the entity’s identity.
  • Omitting or misstating the registered agent’s physical address leads to service failures and potential administrative dissolution in some states.
  • Selecting an unclear or overly broad purpose clause when a state requires specific language can trigger review or correction requests.
  • Failing to specify authorized share capital or share classes properly can complicate equity issuance and investor agreements.

Step-by-step: completing Articles of Incorporation

Follow these sequential steps to prepare a complete filing.

  • 01
    Choose Name: Confirm availability and compliance with state naming rules.
  • 02
    Designate Agent: Enter registered agent name and street address.
  • 03
    State Share Terms: Specify authorized shares, par value, and classes.
  • 04
    Sign and Submit: Have incorporator sign and file with the Secretary of State.

How filing and acknowledgement typically work

Typical filing workflow from preparation to official record.

  • Prepare Document: Draft Articles using state-mandated form or statutory language.
  • Attach Documents: Include any required statutory statements or initial reports.
  • Pay Fee: Submit payment with correct fee and filing method.
  • Receive Filing: State issues confirmation and file-stamped copy.

Essential sections to include and why each matters

A professional Articles of Incorporation includes standard statutory items plus optional clauses that influence governance, tax choice, and investor expectations.

Name

The corporate name determines legal identity and must satisfy state suffix requirements and not conflict with existing filings; exact punctuation and spacing matter.

Registered Agent Clause

Provides a statutory point of contact for process and notices; include a physical address in the filing state and acknowledgment of acceptance if required.

Stock Authorization

Defines total authorized shares, par value, and classes; this affects capital structure, investor rights, and future equity issuances.

Incorporator Details

Names and addresses of incorporators who sign the Articles; some states permit corporate incorporators or agent signatures instead of individuals.

Duration or Term

State forms often default to perpetual existence; specify a limited term only if intended and consistent with business goals and tax planning.

Optional Provisions

Includes bylaws adoption clause, indemnification, or director liability limits—useful for governance clarity but should align with state law.

Supporting documents and export formats to include

Attach required supporting items and save completed filings in standard formats for legal and administrative use.

Initial Bylaws

Drafted bylaws are commonly attached or adopted concurrently to set internal governance procedures and director/officer roles.

Stock Ledger

A preliminary stock ledger or capitalization table helps document initial share issuances and ownership percentages after filing.

Filing Receipt

Retain the state-stamped filing receipt and any confirmation in PDF/A or PDF for records and banking requirements.

Supporting Filings

Include any required initial reports, published notices, or franchise registration documents per state instruction.

Configuring an online completion and filing workflow

Set up a digital workflow to reduce errors and speed filings; use structured fields, authentication, and audit logging.

Field Configuration
Name Validation Use exact-match text fields and character limits
Address Fields Separate street, city, state, ZIP fields to prevent entry errors
Signature Fields Require dated signature and printed name fields for each incorporator
Attachment Check Make supporting documents mandatory before submission

Digital signing and eSubmission considerations

Use a platform that provides a tamper-evident audit trail, storage encryption, and the necessary compliance certifications for your industry.

  • Formats Supported: PDF, DOCX, and HTML are commonly supported
  • Integrations: Connectors for Google Workspace, Microsoft 365, NetSuite, and Salesforce assist workflow automation
  • Authentication: Options range from email link to SMS or KBA for higher assurance

Timing: filing windows and related deadlines

Understand state-specific filing processing time and related reporting or tax deadlines after incorporation.

Filing Processing:

Processing ranges from same-day to several weeks depending on state

Annual Report:

Most states require an annual report and fee after formation

Franchise Tax:

State franchise taxes or minimum fees may apply post-formation

EIN Application:

Apply for an EIN immediately after filing to open bank accounts

State Licenses:

Business licenses and permits may have separate deadlines

FAQs and troubleshooting for completing Articles of Incorporation

Answers to common questions about form fields, signatures, electronic filing, and post-filing compliance.


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