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North Dakota's LLC annual report is due before November 16 each year — in practice, November 15 — under N.D. Cent. Code § 10-32.1-89(3), filed through the Secretary of State's FirstStop portal for a $50 fee. The date itself is the first trap: mid-November belongs to no compliance season anyone else uses. It isn't Tax Day like North Carolina or Maryland, it isn't a formation anniversary like Oklahoma, and it isn't year-end like Minnesota — it sits alone between extension season and the holidays, in the one stretch of the calendar when owners have stopped checking. The second trap is what makes North Dakota nearly unique: miss the deadline by six months and no official ever moves against you, because § 10-32.1-90(1)(b) says the company "ceases to exist and is considered involuntarily terminated by operation of law." Not "may be terminated" — is. The Secretary of State's role is to note it in the records and mail you the news afterward, and the statute adds that the decision "is final."
| Item | North Dakota LLC |
|---|---|
| What's due | Annual Report with the Secretary of State — company name and state of organization, registered office/agent, principal executive office, a brief statement of the business, and the managers, governors, or managing members (§ 10-32.1-89(1)) |
| When | Before November 16, every year — i.e. by November 15 (§ 10-32.1-89(3)). The first report is due before November 16 of the year following the calendar year of formation |
| Fee | $50, filed online at FirstStop (fee set by the schedule in N.D.C.C. § 10-32.1-92 — confirm the current amount there before filing) |
| Late penalty | A $50 late-filing penalty on top of the $50 fee [reported under § 10-32.1-92 — confirm at sos.nd.gov], and the entity is flagged not in good standing (§ 10-32.1-89(4)) |
| The cliff | Six months after the due date (roughly May 16), the LLC "ceases to exist and is considered involuntarily terminated by operation of law" — self-executing, no proceeding, notice mailed after the fact, decision final (§ 10-32.1-90(1)(b)) |
| Reinstatement | Within one year of termination: file the past-due report + the filing and penalty fees + a reinstatement fee (commonly reported at $135 [confirm at sos.nd.gov]) (§ 10-32.1-91(1)(a)). After one year: a petition to district court in Burleigh County, tried de novo (§ 10-32.1-91(1)(b)) |
One November date, fifty states of others. EntityMinder tracks every state's LLC report deadline for your entities and reminds you before the ones that never forgive a miss.
Get deadline reminders →In most states, administrative dissolution is a procedure: the state notices you, a cure window opens, and only if you stay silent does an official sign something. Mississippi runs a 60+60-day staircase with a cure period; Kentucky gives 60 days' notice first; even Florida's brutal September cliff is a scheduled, published event. North Dakota inverts the sequence for annual-report failures. Under § 10-32.1-90(1)(b) the termination happens automatically when the six-month mark passes — the Secretary of State then "shall note the termination" in the records and "give notice of the action to the terminated limited liability company." The notice you receive isn't a warning; it's an obituary. The statute is explicit that for every other ground (registered-agent failures, misrepresentation) the Secretary must give 60 days' advance notice before terminating — the annual-report path is carved out as the one exception (§ 10-32.1-90(1)(c)). Only Oklahoma, with its self-executing three-year cancellation, and Minnesota, with its year-end statutory dissolution, run comparable no-hands mechanisms — and Oklahoma at least gives you three years.
Note where the six months lands: mid-May. A November deadline missed during the holidays produces a termination the following spring — half a year and a tax season away, when the mental link to "that report I meant to file" is gone. If a lender, title company, or opposing counsel pulls your certificate of good standing in June, that's often the first anyone hears of it.
Reinstatement inside the first year is administrative and, by national standards, humane: file the past-due report and pay the statutory filing fee, the late penalty, and the reinstatement fee (§ 10-32.1-91(1)(a)). The effect is generous — reinstatement "validates contracts or other acts" entered during the gap and "restores to the limited liability company all assets and rights" as of the termination date (§ 10-32.1-91(1)(c)), a fuller relation-back than many states offer. But the window is hard. Past one year, the only route back is a petition to the district court serving Burleigh County (Bismarck — regardless of where in the state you operate), attaching your articles and the termination notice, with the matter "tried de novo" and the court free to sustain the Secretary of State (§ 10-32.1-91(1)(b)). Compare Mississippi or Oklahoma, where reinstatement works administratively at any time: North Dakota is the rare state where waiting too long converts a $135 filing into litigation.
Two smaller wrinkles worth knowing. (1) If your report is returned for missing information, you keep penalty-free status only if you correct and return it within 30 days (§ 10-32.1-89(3)(b)). (2) The termination-by-operation-of-law notice goes to your registered agent's address on file — if the agent lapsed or moved (itself a separate dissolution ground), the mailed notice can vanish exactly when it matters most. Keep the agent record current in FirstStop.
If you've already missed a deadline here or elsewhere, the general sequence — late fee → lost good standing → dissolution → reinstatement — is mapped state-by-state in what happens if you miss an LLC annual report, and every state's due date and fee is in the 50-state deadline lookup.