What happens if your North Dakota LLC misses its annual report, and how to reinstate it
North Dakota’s own word for it: “Not in good standing”, then “involuntarily terminated”. Time limit to get back: 1 year, then a court petition. Tax clearance: No.
Checked against the North Dakota Secretary of State, Business Services, September 2026.
- What North Dakota calls it
- “Not in good standing”, then “involuntarily terminated”
- Tax clearance
- No
- Time limit to get back
- 1 year, then a court petition
How it unfolds in North Dakota
- MissedAnnual report
- Status“Not in good standing”, then “involuntarily terminated”
- The way backThe past-due annual report with its fees (no separate form)
North Dakota Secretary of State, Business Services
What does North Dakota call a company that missed its filings?
After a missed annual report the SOS notifies the LLC that its certificate of organization is “not in good standing” (the SOS calls this “Not Good Standing” status). If the report is still not filed, the LLC “ceases to exist and is considered involuntarily terminated by operation of law” (N.D.C.C. 10-32.1-90); the statute’s word is “terminated”/”involuntary termination” (the SOS web page also says “involuntarily dissolved or terminated”).
What triggers it in North Dakota?
(1) Failing to file the annual report (due before November 16 each year) or any other required record with its fees; (2) failing to appoint and maintain a registered agent and registered office; (3) a material misrepresentation in any application, report, affidavit or other record filed with the SOS. No tax-based trigger appears in Chapter 10-32.1.
Before it happens
Missed annual report: after the deadline the SOS notifies the LLC that it is not in good standing and may be terminated; if the report and fees are not filed within six months after the deadline the LLC is terminated by operation of law and the SOS mails notice of termination to the last registered agent (or principal executive office). The SOS page says termination typically follows 6 to 12 months after the business is placed in Not Good Standing. Other grounds (agent, other records, misrepresentation): at least 60 days’ notice by mail; if not cured within the 60 days, existence is terminated and the SOS issues a notice of termination.
How do you reinstate a North Dakota LLC?
No separate reinstatement application is prescribed by statute: an LLC terminated for failure to file an annual report is reinstated by filing the past-due annual report together with the statutory filing and late-penalty fees and a reinstatement fee set by statute. Annual reports are filed through the SOS FirstStop Portal; the SOS page says to ‘contact us for information about reinstatement options’.
Where to file
North Dakota Secretary of State, Business Services, Bismarck (within one year); after one year, the district court for the judicial district serving Burleigh County.
Missed filings and fees
Within one year: the past-due report with filing, late-penalty and reinstatement fees. On a court-ordered reinstatement after one year: the most recent past-due annual report, fees for all past-due annual reports and the reinstatement fee.
Is there a deadline to reinstate a North Dakota LLC?
The past-due report must be filed and the fees paid within one year following the involuntary termination. The SOS page says ‘You have 1 year to reinstate your business to Good Standing.’
After that
More than one year after termination, the LLC may petition the district court serving Burleigh County (tried de novo); an order reversing the SOS must require filing the most recent past-due annual report and paying all past-due report fees and the reinstatement fee. Otherwise the name can be reacquired only by refiling articles of organization.
Do you need tax clearance in North Dakota?
No
None required: Chapter 10-32.1 reinstatement requires only the past-due report and fees, and the SOS page mentions no tax clearance.
What happens to the company name meanwhile?
The statute does not say the name is held during termination. A terminated LLC may reacquire its name by refiling articles of organization unless another person has adopted or reserved the name (then only with written consent or a court judgment); otherwise it must adopt a new name.
What changes once it is fixed?
Reinstatement returns the LLC to active status as of the reinstatement date in the SOS office, as to persons adversely affected by it, and for 10-32.1-04(3); and as of the termination date it validates contracts and acts within the articles’ authority (the LLC is liable for them) and restores the LLC’s and members’ assets and rights, except as affected by acts, sales or distributions after termination. Licences and permits must be reapplied for under their own statutes.
What changes for corporations in North Dakota?
Business corporations (N.D.C.C. 10-19.1-146) have a different annual-report deadline (August 1 for domestic corporations per the SOS page) and a longer runway: a corporation that does not file its annual report within one year after the deadline ‘ceases to exist as a corporation and is considered involuntarily dissolved by operation of law’ (term: “involuntarily dissolved”, not “terminated”). It may be reinstated by filing the most recent past-due report with fees for all past-due reports and the reinstatement fee within one year following the involuntary dissolution; that reinstatement ‘does not affect the rights or liability for the time from the dissolution ... to the reinstatement’ (no retroactive validation like the LLC rule). Other grounds are in 10-19.1-146.1; court appeal in 10-19.1-148.
What should you file first?
There is no separate tax clearance step for a North Dakota LLC, so the filing comes first, with the missed filings and fees described above.
The filing
The past-due annual report with its fees (no separate form)
Where it goes
North Dakota Secretary of State, Business Services, Bismarck (within one year); after one year, the district court for the judicial district serving Burleigh County.
What does North Dakota ask you to file, so it does not happen again?
| Obligation | Form | Due | If late |
|---|---|---|---|
| LLC formation (Articles of Organization) | Articles of Organization (LLC) | At formation | N/A |
| Annual report — LLC and PLLC | Annual Report (FirstStop Portal) | November 15 each year; the first report is due the year after the year you registered | Late filing fee applies; Not Good Standing status, then involuntary dissolution if the past-due report is not filed within a year |
| Annual report — domestic business or professional corporation | Annual Report (FirstStop Portal) | August 1 each year (foreign corporations file by May 15; LPs, LLPs, LLLPs and cooperatives by March 31) | Late filing fee applies; Not Good Standing, then involuntary termination or revoked authority |
| Change of registered agent or registered agent office | Statement of change of registered agent (filed in the FirstStop Portal) | When the agent or its address changes | N/A |
From the same North Dakota record as the North Dakota registered agent page. State fees change; we confirm current amounts with you before anything is filed.
Put every recurring North Dakota deadline in your calendar with the compliance calendar, or see what North Dakota requires of your registered agent.
Which North Dakota laws govern it?
N.D.C.C. 10-32.1-89 (annual report), 10-32.1-90 (involuntary termination), 10-32.1-91 (reinstatement following involuntary termination; appeals), 10-32.1-92 (fees, including the late and reinstatement fees), 10-32.1-11(7) (reacquiring the name).
Sources, checked September 2026:
- North Dakota Legislative Assembly— N.D.C.C. ch. 10-32.1
- North Dakota Legislative Assembly; North Dakota Secretary of State— N.D.C.C. 10-32.1-89(4), 10-32.1-90(1)(b); SOS ‘Maintain Registration’ page
- North Dakota Legislative Assembly— N.D.C.C. 10-32.1-89(3), 10-32.1-90(1)(a)
- North Dakota Legislative Assembly; North Dakota Secretary of State— N.D.C.C. 10-32.1-89(4), 10-32.1-90(1)(b)-(d)
- North Dakota Legislative Assembly; North Dakota Secretary of State— N.D.C.C. 10-32.1-91(1)(a), 10-32.1-92(25); SOS ‘Maintain Registration’ page
- North Dakota Legislative Assembly— N.D.C.C. 10-32.1-91(1)
- North Dakota Legislative Assembly— N.D.C.C. 10-32.1-91
- North Dakota Legislative Assembly— N.D.C.C. 10-32.1-91(1)(a), (1)(b)(2)
- North Dakota Legislative Assembly— N.D.C.C. 10-32.1-11(7)
- North Dakota Legislative Assembly; North Dakota Secretary of State— N.D.C.C. 10-32.1-91(1)(a); SOS ‘Maintain Registration’ page
- North Dakota Legislative Assembly— N.D.C.C. 10-32.1-91(1)(b); 10-32.1-11(7)
- North Dakota Legislative Assembly— N.D.C.C. 10-32.1-91(1)(c)-(d)
- North Dakota Legislative Assembly; North Dakota Secretary of State— N.D.C.C. 10-19.1-146(5)-(8), 10-19.1-146.1, 10-19.1-148
Checked against the North Dakota Secretary of State, Business Services and the statutes above · Last checked September 2026. Not legal advice: the filing office has the final word on your entity.
North Dakota
Behind on a North Dakota filing?
Send us the entity and any notice you received. A compliance check shows where it stands with the North Dakota Secretary of State, Business Services, and state fees are confirmed with you before anything is filed.