How to change your registered agent in North Dakota
File a statement of change signed on the LLC's behalf. Obtain the incoming agent's approval first: the filing affirms that consent, but the Secretary of State expressly says proof of approval is not required to be filed.
Checked against primary sources ·
North Dakota- Jurisdiction terminology
- registered agent
- Filing office
- North Dakota Secretary of State, Business Services
Choose the right North Dakota filing
North Dakota's appointment procedure relies on consent obtained before filing, not a consent certificate submitted with every change. The Secretary of State explicitly says proof of approval need not be filed, while the statute treats the appointment as the entity's affirmation that the agent agreed. The other key choice is commercial versus noncommercial status: a listed commercial agent is identified by its listed name, whereas a noncommercial appointment requires the agent's North Dakota address. Establish both facts before preparing the entity's statement of change.
- Procedure scope
- A North Dakota domestic LLC or qualified foreign LLC changing its registered agent under N.D.C.C. 10-01.1-08.
- Form or online transaction
- Statement of Change of Registered Agent by Entity under N.D.C.C. 10-01.1-08
- Where to file
- North Dakota Secretary of State, Business Services
Which route fits your registered agent change?
- Entity selects a replacement agent
Section 10-01.1-08 allows a represented entity to file the Secretary of State's prescribed statement of change, signed on the entity's behalf. It states the entity name and information to be effective after filing. The section applies to the domestic or qualified foreign LLC appointment within this guide's scope. Source 2.
- Existing noncommercial agent updates its own record
Section 10-01.1-09 addresses a noncommercial agent changing its own name or address for a represented entity. The agent signs that statement and promptly provides the entity notice of the filing and changes. This is distinct from the LLC choosing another legal agent under section 10-01.1-08. Source 2.
- Commercial agent changes its listing
Section 10-01.1-10 covers a commercial agent's name, address or organizational-information changes. The filing changes the relevant information for each entity the listed agent represents. Ask whether the provider is maintaining that existing listing rather than assuming every address move requires the LLC to appoint a new agent. Source 2.
- Appointment does not establish foreign qualification
Chapter 10-01.1 separately permits certain nonqualified foreign entities to appoint an agent. Section 10-01.1-12 says that appointment does not qualify the entity to do business in North Dakota. A replacement for a qualified foreign LLC should be matched to its existing North Dakota registration. Source 2.
Prepare for the change in North Dakota
- Obtain prior agent approval
The Secretary of State requires approval before naming an agent and says proof need not be filed. Retain practical evidence of that approval internally. The statute makes the appointment an affirmation of consent; this is not permission to name a provider first and ask for agreement after submission. Source 1.
- Verify commercial listing status
The official guidance links a list of commercial registered agents in FirstStop. Check the incoming provider's listing and correct listed name. A provider charging for services is not necessarily listed commercially, and the distinction affects whether the entity supplies an address in the appointment. Source 1.
- Collect noncommercial address information
A noncommercial appointment requires a complete North Dakota physical address. Section 10-01.1-04 also requires an in-state mailing address if different from the actual street or rural-route box address. Obtain both directly from the agent rather than using the LLC's principal-office address by default. Source 2.
- Check organizational eligibility
The Secretary of State permits qualifying individuals, corporations and LLCs. A noncommercial corporation or LLC must be authorized to transact business in North Dakota, have a physical address there and be in good standing. The business cannot appoint itself, although a North Dakota-resident individual from the business may serve. Source 1.
- Arrange an authorized entity signer
The change statement is signed on behalf of the entity. Chapter 10-01.1 defines the filed signature as one by a person authorized under the entity's organic rules and communicated in an accepted manner. Section 10-01.1-08 says interest-holder or governor approval of this filing is not required. Source 2.
Consent and acceptance
Approval must be obtained before naming the agent. Filing the appointment is the entity's affirmation that the agent consented; the Secretary of State says proof of approval need not be filed. Keep evidence of the approval in the LLC's records.
Entity-type differences
Chapter 10-01.1's represented-entity procedure also covers domestic filing corporations and qualified foreign entities. A commercial agent's own listing update and a noncommercial agent's own name or address change are separate procedures. A business cannot serve as its own agent, although an individual from the business may qualify.
Complete the North Dakota change filing
Obtain the incoming agent's approval and determine whether it is a listed commercial agent or a noncommercial agent.
For a commercial agent, verify its listing; for a noncommercial agent, collect its complete physical North Dakota address and any different in-state mailing address.
Prepare the Secretary of State's statement of change with the LLC's exact name and the registered-agent information that should be in effect after filing.
Have a person authorized to sign on the LLC's behalf execute and submit the statement to the Secretary of State using the current business filing service.
Keep the filed statement and confirm the updated record. Supply the incoming agent with the LLC's current contact information for forwarding notices.
Open the official filing instructions or transaction. Read the primary sources below alongside these steps.
Form fields and statement requirements
- Entity name
Use the legal name of the represented entity under section 10-01.1-08. Match the North Dakota registration rather than a home-state trade name or internal abbreviation. The statute establishes this statement element; it does not supply an authenticated FirstStop screen label. Source 2.
- Commercial registered agent
For a commercial appointment, section 10-01.1-05 calls for the commercial agent's name. The Secretary of State says the entity need not provide that commercial agent's address. Use the listed identity instead of constructing a noncommercial-style appointment from a provider's marketing contact information. Source 1.
- Noncommercial registered agent
For a noncommercial appointment, provide the agent's name and address. Chapter 10-01.1's address rule requires the actual in-state street or rural-route box location and a different in-state mailing address where applicable. An out-of-state forwarding contact is not the required North Dakota agent address. Source 2.
- Resulting information and signature
State the information intended to be effective after filing and execute on the entity's behalf. The filing itself affirms the incoming agent's consent. Keep your prior approval evidence, but do not describe it as a mandatory filed attachment when the Secretary of State expressly says proof need not be filed. Source 2.
Submit the change to North Dakota Secretary of State, Business Services
- Use the prescribed entity change statement
Section 10-01.1-08 requires the Secretary of State's prescribed form. The official agent page links FirstStop for commercial listings. Obtain the current statement through the office's business filing service and follow its delivery instructions; the sources reviewed do not establish a detailed authenticated menu sequence. Source 2.
- Do not substitute the agent's own filing
Before submitting, confirm whether the signer is acting for the represented LLC or for an agent updating its own name or address. Sections 10-01.1-08, -09 and -10 are different procedures. A commercial listing update does not appoint the agent for an additional LLC. Source 2.
When the change takes effect
Under N.D.C.C. 10-01.1-08(4), the entity's statement of change takes effect on filing.
Before you submit
Do not provide a commercial agent's name without verifying its listing, or omit a noncommercial agent's physical address. Appointment does not itself register a foreign entity to do business.
Verify the change and finish the transition
- Use the filed date
The entity's statement takes effect on filing under section 10-01.1-08(4). Chapter 10-01.1 defines filed to include the office's determination that the record conforms to law and recording it. A document transmitted for review should not automatically be treated as the completed filing. Source 2.
- Keep the appointment and approval together
Practical guidance. Save the accepted statement and the approval obtained before naming the agent. Check the resulting commercial name or noncommercial name and address against the intended appointment. This creates an understandable record without incorrectly treating consent evidence as a required public attachment.
- Supply current forwarding information
Section 10-01.1-14 describes forwarding to the address most recently supplied to the agent by the entity. Give the incoming agent an up-to-date forwarding contact and keep that contact current. The state appointment alone does not tell the provider who internally should receive a legal document. Source 2.
Avoid these North Dakota filing mistakes
- Calling every service provider commercial
Verify the FirstStop commercial listing. The Secretary of State uses a formal listing category, not a description of whether the provider charges for services. Incorrect classification can lead you to omit an address needed for a noncommercial appointment. Source 1.
- Naming the represented business itself
The Secretary of State says the business may not serve as its own agent. A qualifying North Dakota-resident individual from the business can serve as noncommercial agent, but that is an appointment of the individual, not of the LLC itself. Source 1.
- Using no filed consent as no consent required
Obtain approval before naming the agent. The absence of a proof-of-approval filing requirement does not remove the consent obligation, and Chapter 10-01.1 provides a removal process for appointments made without prior consent. Source 2.
Questions about changing your registered agent in North Dakota
Must I attach the incoming agent's written consent?
The Secretary of State says proof of approval is not required to be filed. Approval must nevertheless be obtained before the agent is named, and the statutory appointment affirms consent. Keep evidence internally. Source 1.
Why does a commercial appointment not need the agent address?
The office distinguishes a formally listed commercial agent from a noncommercial agent and says the commercial agent's address need not be supplied by the appointing business. Verify the listed name in FirstStop; noncommercial appointments require a complete North Dakota address. Source 1.
Do members need to approve this statement?
Section 10-01.1-08 says a domestic entity's interest holders or governors need not approve the statement-of-change filing. The statement must still be signed on the entity's behalf by an authorized person. Source 2.
Does appointing a North Dakota agent authorize a foreign business?
Not by itself. Section 10-01.1-12 expressly says a nonqualified foreign entity's agent appointment does not qualify it to do business in North Dakota. Foreign qualification and agent appointment are distinct matters. Source 2.
Which primary sources support this procedure?
Checked . The filing office’s current instructions govern the submission.
- North Dakota Secretary of State — agent approval, commercial listings and address rules
- North Dakota Legislature — Chapter 10-01.1, especially 10-01.1-05 and 10-01.1-08
Procedural guidance, not legal advice. Confirm the correct filing for your entity and its current record.
Need help with your North Dakota change?
Tell us the entity name, its jurisdiction and what needs to change. State fees are confirmed with you before anything is filed.