• Incorporators must file the Articles of Incorporation, along with the required processing fees, with the North Dakota Secretary of State. Once the filing is officially approved, the certificate of incorporation is issued, and the business begins its existence as a separate legal entity. The Articles may specify a later effective date which is not more than ninety days after the date on which the certificate of incorporation is issued.
• First, choose the name of your corporation. The name must be clearly different from the name of another business. So, at no extra charge, Proactive Management will perform three name searches to determine if your desired name(s) are available.
• This name must also include one of the following phrases "corporation," "company," "incorporated," or "limited" or an abbreviation of one or more of these words
• The name must not include "limited liability company," "limited partnership," "limited liability partnership," "limited liability limited partnership" or any abbreviation of these words
• May not be a farming corporation unless
  • Must not have more that fifteen shareholders
  • Each shareholder must be related to the others within one degree of kinship: parent, son, daughter, stepson, stepdaughter, grandparent, grandson, granddaughter, brother, sister, uncle, aunt, nephew, niece, great-grandparent, great-grandchild, first cousin, or the spouse of a person so related
  • Each shareholder must be an individual, a trust for those related to every shareholder within the degree of kinship described above, or the estate of a decedent who was related to every shareholder within the degree of kinship described above
  • Trusts and estates may not be shareholders if the number of beneficiaries plus other shareholders total more than fifteen
  • Individuals who are shareholders must be United States citizens or permanent resident aliens
  • Officers and directors must be actively engaged in farming or ranching
  • At least one shareholder must be an individual residing on the farm or ranch
  • An annual average of sixty-five percent of the corporation's gross income over the last five years must be from farming or ranching
  • Income from non-farm rent, royalties, interest, dividends, and annuities may not exceed twenty percent of gross income
• The Articles of Incorporation will address:
  • Name, address, and signature of each incorporator, all of whom must be at least 18 years old.  Only one incorporator is required.  MNCC 10-32-05
  • Street address of the registered office and the name of the registered agent at such office. The registered office can be the same as the corporation's place of business and the registered agent can be an officer/owner of the corporation. 
  • The total number of authorized shares and the number of authorized shares per class
  • The par value of shares is fixed at $0.01 per share for certain purposes unless otherwise indicated in the Articles
  • A statement of the preferences, qualifications, limitations, restrictions, and the special or relative rights including convertible rights, if any, in respect of the shares of each class
  • The duration of the company which may be perpetual
  • Unless some other statute requires incorporation for a specific purpose, a corporation may incorporate for any lawful business or purpose. Unless otherwise indicated, a corporation has general business purposes.
  • The names and addresses of the first board of directors need not be included in the Articles
• State incorporation fees vary based on the total par value of all authorized shares

Disclaimer - Not Providing Legal Services - Proactive Management, Inc. presents the material on this site as general information only. It is not offered as and does not constitute legal advice or legal opinion and should not serve as a substitute for advice from an attorney or accountant familiar with the facts of your specific situation. We provide business formation services. We are not a law firm and do not provide legal or tax advice or services. We make no warranty, express or implied concerning the accuracy or reliability of the content at this site or at other sites to which we link.