How to Reinstate an LLC in North Dakota: One Year, Then a Lawsuit

Updated August 24, 2026. Quick answer: North Dakota calls it involuntary termination, and gives a terminated LLC exactly one year to reinstate administratively: file the past-due annual report, pay the report fees, and pay a $135 reinstatement fee, all with the Secretary of State. Miss that year and the statute closes the administrative door entirely: the only way back is a petition to the district court sitting in Burleigh County, tried from scratch. The clock is not the only surprise. North Dakota does not reserve a terminated company’s name for any length of time; the moment your articles are terminated, anyone can file for that name, and the statute only lets you take it back if nobody already has.

How North Dakota terminations actually happen

Most people picture a warning letter and a grace period. For North Dakota’s single biggest cause of termination, a missed annual report, that is not how it works. The statute skips the usual 60-day notice-and-cure sequence for this specific ground and simply lets the company stop existing on a schedule:

“A limited liability company that fails to file its annual report, together with the fees provided in section 10-32.1-92, within six months after the date established in subsection 3 of section 10-32.1-89 ceases to exist and is considered involuntarily terminated by operation of law.”

N.D.C.C. 10-32.1-90(1)(b)

“by operation of law” is the phrase to notice. Every other ground for termination in this chapter (a misrepresentation in a filing, no registered agent) gets a 60-day notice from the Secretary of State first, with a chance to fix it before anything happens. The annual-report ground does not work that way: it runs silently against the calendar, six months past the due date, and the Secretary of State’s notice of what already happened arrives after the fact, not before.

The other grounds, no registered agent, a misrepresentation in a filed record, do get the standard warning first: at least sixty days’ notice by mail, addressed to the registered agent or, if there is none, to the company’s principal executive office. Only after that window closes without a fix does the Secretary of State issue the actual termination. The practical difference matters: a company that ignores mail about its registered agent still gets two months’ warning before anything happens to it; a company that simply forgets to file one report gets none, because the six-month clock in subsection 1(b) is the only notice it is entitled to.

The one-year clock, and what happens after it closes

Once terminated, North Dakota gives a company a defined runway to come back on its own paperwork:

“The fees must be paid and the report filed within one year following the involuntary termination or revocation.”

N.D.C.C. 10-32.1-91(1)(a)

Inside that year, reinstatement is a filing, not a fight: the past-due report, the statutory report fees, and the $135 reinstatement fee. Outside that year, the statute does not offer a second administrative chance: it sends the company to court:

“If the secretary of state terminates a limited liability company or revokes the certificate of authority to transact business in this state of any foreign limited liability company, pursuant to the provisions of section 10-32.1-90, then the limited liability company or foreign limited liability company may appeal to district court in the judicial district serving Burleigh County for reinstatement by filing with the clerk of such court a petition, including:”

N.D.C.C. 10-32.1-91(1)(b)(1)

Burleigh County is where Bismarck sits, the seat of state government, and every late reinstatement, regardless of where the company actually operates, is tried there, de novo, meaning the court starts over rather than simply reviewing the Secretary of State’s file. An order restoring the company still has to require the same three things an on-time filer would have paid: the past-due report, the accumulated report fees, and the reinstatement fee itself. The one-year mark does not forgive the paperwork; it just changes who signs off on it.

What it costs: $135, set directly by statute

North Dakota prices its own reinstatement fee inside the same fee section that prices everything else the Secretary of State charges for, rather than leaving it to agency discretion:

“After the termination of the limited liability company, or the revocation of the certificate of authority of a foreign limited liability company, the reinstatement fee of one hundred thirty-five dollars.”

N.D.C.C. 10-32.1-92(25)(a)(2)

A company that let two reports lapse before catching the termination notice is not just paying $135. It is paying $135 plus $50 for the current report plus $50 late surcharge for each report that came due while it was gone: the reinstatement fee is the floor, not the total.

That arithmetic is set entirely by the legislature, in the same numbered fee section that prices articles of organization ($135), amendments ($50), and everything else the Secretary of State’s office touches. Nothing in section 10-32.1-92 gives the office discretion to charge more or less for a reinstatement once the conditions are met: the number is fixed, which is unusual enough among the fifty states that it is worth stating plainly rather than assuming a schedule set by rule.

North Dakota holds your name for nobody

Compare this to states that give a terminated company a grace period on its own name: Ohio holds one for a year, for instance. North Dakota does not. Its name-reacquisition rule is conditional from the first clause:

“A limited liability company whose period of existence has expired or that is involuntarily terminated by the secretary of state pursuant to section 10-32.1-90 may reacquire the right to use that name by refiling articles of organization pursuant to section 10-32.1-20, unless the name has been adopted for use or reserved by another person, in which case the filing will be rejected unless the filing is accompanied by a written consent or judgment pursuant to subsection 3.”

N.D.C.C. 10-32.1-11(7)

Read the general name-reservation statute, section 10-32.1-12, and it says nothing about terminated companies at all: it only lets anyone reserve an available name for twelve months by filing an application and paying a fee, with no carve-out that protects a name still attached to a terminated entity. Put the two sections together and the practical result is that a terminated LLC’s name is available to the next filer from the moment termination is entered on the Secretary of State’s records, whether that is week one of the one-year reinstatement window or month eleven.

What coming back actually restores

Reinstatement in North Dakota is not a clean slate that starts on the reinstatement date; the statute reaches back to protect what happened in between:

“Restores to the limited liability company all assets and rights of the limited liability company and its members to the extent they were held by the limited liability company and its members before the involuntary dissolution or revocation occurred, except to the extent that assets or rights were affected by acts occurring after the involuntary dissolution or revocation, sold, or otherwise distributed after that time.”

N.D.C.C. 10-32.1-91(1)(c)(2)(b)

Contracts and acts within the company’s authority during the terminated period are validated, and the company is liable on them as if termination had never happened. But that restoration is bounded: it does not undo a sale or distribution of company assets that already happened while the company was terminated, and any license or permit the company held has to be reapplied for separately, under whatever statute governs that particular license.

Reinstatement itself is dated two different ways in the same subsection: for the Secretary of State’s own records and for people “adversely affected” by the reinstatement, it takes effect on the actual date of reinstatement; for validating what happened while the company was terminated, it reaches back to the termination date instead. A creditor who dealt with the company during the gap, in other words, is bound by what happened then, not shielded by the fact that the company’s status only got fixed later.

What this page does not do

• It does not cover the Secretary of State’s current form name or processing time. firststop.sos.nd.gov returned no form or processing-time text this session; the fee and deadline figures on this page come directly from N.D.C.C. 10-32.1-91 and 10-32.1-92, not from the agency’s own filing instructions.
• It does not address foreign LLC certificate-of-authority revocation separately. N.D.C.C. 10-32.1-90 treats domestic termination and foreign revocation under the same reinstatement mechanism in section 10-32.1-91, and this page follows that structure rather than splitting the two out.
• It is not legal advice.

Related: how to dissolve a North Dakota LLC on purpose, what a North Dakota LLC costs to keep, and what happens when you stop filing annual reports. Other states in this series: Ohio, which holds a cancelled company’s name for a year, and Illinois, which sets no deadline at all.

Sources

Every statement of law on this page is quoted from the text below, as read on August 24, 2026. Each row links the document it was read from.

General consumer information, not financial, tax or legal advice. State rules are as published by the cited source on 2026-08-24 and change; your own facts govern, and a reinstatement question with money on it is one to put to a lawyer or accountant in that state.