North Dakota


A foreign corporation or limited liability company may not transact business in North Dakota until it has procured a certificate of authority from the secretary of state. A foreign corporation or limited liability company shall not be considered to be transacting business in North Dakota for solely by reason of carrying on in this state any one or more of the following, including:

a. Maintaining or defending any action or suit or any administrative or arbitration proceeding, or effecting the settlement thereof or the settlement of claims or disputes;
b. Holding meetings of its managers, governors, or members or carrying on other activities concerning its internal affairs;
c. Maintaining bank accounts;
d. Maintaining offices or agencies for the transfer, exchange, and registration of its securities, or appointing and maintaining trustees or depositories with relation to its securities;
e. Selling through independent contractors
f. (For LLCs) holding title to and managing real or personal property, or any interest therein, situated in this state, as executor of the will or administrator of the estate of any decedent, as trustee of any trust, or as guardian of any person or conservator of the estate of any person;
g. Making, participating in, or investing in loans or creating, as borrower or lender, or otherwise acquiring indebtedness or mortgages or other security interests in real or personal property;
h. Securing or collecting its debts or enforcing any rights in property securing its debts; or
i. Conducting an isolated transaction completed within a period of thirty days and not in the course of a number of repeated transactions of like nature.

Wayfair Nexus

Remote sellers with no physical presence in North Dakota are required to collect state and local sales tax on taxable sales made into North Dakota unless they qualify for the small seller exception. North Dakota law includes an exception for small sellers that requires sales tax collection by remote sellers ONLY IF their taxable sales into the state exceed $100,000 in the current or previous calendar year.


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