How to start a nonprofit in North Dakota

Short answer: To start a nonprofit in North Dakota, you incorporate by filing Articles of Incorporation (Nonprofit Corporation) with the North Dakota Secretary of State ($40 as of 2026), get a free EIN from the IRS, adopt bylaws, and seat a board of at least three directors. Then comes the part people miss: a nonprofit is not automatically tax-exempt, so you file IRS Form 1023 (or 1023-EZ) to become a 501(c)(3). On the North Dakota side, before you ask the public for money you must register as a charitable organization with the Secretary of State using Form SFN 11300 ($25 initial as of 2026). And here is the honest warning most guides bury: North Dakota generally does not exempt nonprofit purchases from sales tax, so budget as if your supplies and equipment are taxable. State income tax is the friendlier piece — North Dakota follows the federal 501(c)(3) exemption, so once the IRS letter lands you are usually clear on state income tax too.

The federal core — EIN, bylaws, board, and the 501(c)(3) application — is the same in every state. For the full national walkthrough, read how to start a nonprofit; this page focuses on the North Dakota layer stacked on top of it, where the state-specific forms, fees, and agencies actually live.

The formation steps that are the same anywhere

Forming a nonprofit in North Dakota follows the standard checklist, and most of it is federal rather than state-specific:

1. Incorporate as a nonprofit corporation (the North Dakota-specific part — covered in detail below).
2. Get an EIN — a free federal tax ID from the IRS, applied for directly at irs.gov. Never pay a third party for one; the EIN is always free.
3. Adopt bylaws — the organization’s internal rulebook for decisions, leadership, and money. Start from a proven document rather than a blank page; see nonprofit bylaws for what to include.
4. Seat a board of directors who govern the organization, set policy, and hold it accountable.
5. Apply for 501(c)(3) with Form 1023 — this is the step that turns a nonprofit corporation into a tax-exempt charity. Unlike a church, an ordinary nonprofit is not automatically exempt; you must file IRS Form 1023 (or the streamlined Form 1023-EZ if you qualify) and receive a determination letter (IRS, applying for 501(c)(3) status). The full path is in how to start a 501(c)(3).
6. Open a bank account in the nonprofit’s legal name using the EIN and formation documents.
7. Set up the books on fund accounting from day one, before the first grant or donation arrives.

Each of these is walked step by step in the national formation guide linked above. The rest of this page is the North Dakota layer on top.

Incorporating a nonprofit in North Dakota

North Dakota creates the nonprofit as a legal entity when you file Articles of Incorporation (Nonprofit Corporation) with the North Dakota Secretary of State. Filing is done through the state’s FirstStop online portal, or by mail, and the filing fee is $40 as of 2026; confirm the current amount with the North Dakota Secretary of State, since fees change. One individual age eighteen or older can act as the incorporator, and the nonprofit must name a registered agent with a physical North Dakota address.

The Articles ask for the nonprofit’s name, its registered agent and office in North Dakota, its incorporator, and its purpose. Two clauses matter more than the rest, because the IRS will look for them when you later file Form 1023, and it is far easier to include them now than to amend later:

• A 501(c)(3) purpose clause stating the organization is formed exclusively for charitable, religious, educational, or other exempt purposes.
• A dissolution clause stating that if the nonprofit closes, its assets pass to another 501(c)(3) organization, not to any individual.

Getting that language right at formation saves an amendment later. The full breakdown of what these documents need is in articles of incorporation. On board size, North Dakota is firmer than some states: the North Dakota Nonprofit Corporation Act requires the board to consist of three or more directors, unless the corporation has only one or two voting members (North Dakota Century Code § 10-33-28). That lines up with what the IRS wants anyway — a board of at least three mostly-unrelated directors reads as real governance on the 1023 — so plan to recruit three directors before you incorporate, not after.

Registering to fundraise in North Dakota

Here is the step that catches nonprofits coming from a church background, where it usually does not apply: North Dakota requires most charities to register as a charitable organization with the Secretary of State before they solicit contributions from the public. A church taking offerings can often skip this; a general nonprofit asking the public for money cannot, and the registration must be approved and on file before you start soliciting (North Dakota Secretary of State, charitable organizations).

You register with the Charitable Organization Registration Statement, Form SFN 11300, filed through FirstStop. The initial registration fee is $25 as of 2026, and the statement must include a financial report covering the organization’s operation for the twelve months immediately before filing. Note that this charitable registration sits at the same agency as your Articles — both go to the Secretary of State — but it is a separate filing with its own form and fee, so do not assume incorporating covered it.

Registration is not one-and-done. Each year afterward you file the Charitable Organization Annual Report, which carries a $10 fee, or a reregistration statement at $25 if the report lapses, again with the most recent financial statement attached. Confirm the current fees and the form package with the North Dakota Secretary of State before filing. North Dakota also exempts several categories from registration — among them organizations soliciting solely for an institution of higher learning, private or public elementary and secondary schools, qualifying religious organizations, and political candidates and committees — so check whether your nonprofit fits an exemption before you file, rather than assuming you must.

North Dakota sales tax and your nonprofit

Now the honest answer most state guides skip: North Dakota generally does not give nonprofits a blanket sales tax exemption. State law does not exempt religious, charitable, or nonprofit organizations as a class, and the tax-exempt status a nonprofit holds for income tax purposes does not carry over to sales tax on the things it buys for its own use (North Dakota Office of State Tax Commissioner, exempt organizations guideline). A typical North Dakota nonprofit pays sales tax on the equipment, supplies, and goods it purchases, the same as a for-profit business would.

The exceptions are narrow and statutory rather than general. North Dakota exempts sales made to a short list of specifically named organization types — for example, nonprofit health associations and nonprofit medical research institutes that hold 501(c)(3) status — and goods a nonprofit buys to resell for fundraising can be purchased tax-free with a resale certificate. Most ordinary charities do not fall into those named categories. Budget as if your purchases are taxable, then check the Tax Commissioner’s guidance to see whether one of the narrow exemptions actually fits your activities before you rely on it.

Income tax is the friendlier piece. North Dakota follows the federal determination: a corporation that is tax-exempt for federal income tax purposes and has no federal unrelated business taxable income (UBTI) is exempt from North Dakota corporate income tax and does not file a state return for that year (North Dakota Office of State Tax Commissioner, corporate income tax). The one catch: if your nonprofit earns UBTI, it must file North Dakota Form 40 for that income, so keep an eye on any business activity unrelated to your charitable mission.

North Dakota filing at a glance

The table below maps each step to its agency, form, and cost. Treat the fees as accurate as of 2026 and confirm with the listed agency, since North Dakota fees change.

What you’re doing	Agency	Form	Fee (as of 2026)
Incorporate the nonprofit	North Dakota Secretary of State	Articles of Incorporation (Nonprofit Corporation)	$40 (confirm)
Get a federal tax ID	IRS	EIN application (online)	Free
Apply for 501(c)(3) status	IRS	Form 1023 or 1023-EZ	$600 / $275 user fee
Register to fundraise	North Dakota Secretary of State	Form SFN 11300 (initial), annual report after	$25 initial
State income tax	ND Tax Commissioner	Follows federal 501(c)(3) (Form 40 if UBTI)	No separate exemption filing
Sales tax on purchases	ND Tax Commissioner	—	Generally taxable (no blanket exemption)

Setting up the books once the nonprofit exists in North Dakota

Once the entity is formed and the charitable registration is on file, the work shifts from one-time paperwork to the monthly routine — and that routine is where nonprofits either hold together or quietly fall apart. A nonprofit holds money in trust for the people and purposes it serves, much of it restricted by donors or grant terms, so it tracks money by fund rather than as a single bottom line. Set the books on fund accounting before the first grant lands, keep the giving records donors need at tax time, and document that the board reviews the finances; the discipline is covered in nonprofit accounting. The North Dakota angle to keep on your calendar is the charitable annual report — that yearly filing to the Secretary of State is what keeps your registration current, and letting it lapse can push the registration into delinquent status and force a $25 reregistration instead of the cheaper $10 report.

FAQ

How much does it cost to start a nonprofit in North Dakota? The required state cost is modest. Filing Articles of Incorporation (Nonprofit Corporation) with the Secretary of State costs $40 as of 2026, and the charitable registration (Form SFN 11300) is $25 — so the North Dakota paperwork runs about $65 plus your time. The bigger line item is federal: the IRS charges a $275 user fee for Form 1023-EZ or $600 for the full Form 1023, which is what actually makes you a 501(c)(3). A small North Dakota nonprofit can be stood up properly for a few hundred dollars once you include the federal exemption application.

Do you have to register a nonprofit to fundraise in North Dakota? Yes, in most cases. North Dakota requires charities to register as a charitable organization with the Secretary of State using Form SFN 11300, and that registration must be approved and on file before you solicit contributions from the public (North Dakota Secretary of State, charitable organizations). A few categories are exempt — solicitation solely for a college or university, schools, qualifying religious organizations, and political committees — but a general charity asking the public for donations should plan to register first.

Does a North Dakota nonprofit pay sales tax? Usually yes, on its own purchases. North Dakota does not give nonprofits a blanket sales-tax exemption, and 501(c)(3) status for income tax does not exempt the organization from sales tax on the goods and supplies it buys for its own use (North Dakota Office of State Tax Commissioner, exempt organizations guideline). A short list of specifically named organization types is exempt, and resale purchases for fundraising can be bought tax-free, but most ordinary charities should budget as if their purchases are taxable.

How many directors does a North Dakota nonprofit need? At least three. The North Dakota Nonprofit Corporation Act requires the board to consist of three or more directors, with a narrow exception only when the corporation has one or two voting members (North Dakota Century Code § 10-33-28). That matches IRS expectations on the Form 1023, where a board of three mostly-unrelated directors reads as genuine governance, so recruit your three before you incorporate rather than scrambling afterward.

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Vestrybooks sets up a new North Dakota nonprofit’s books on fund accounting from day one — funds, reconciliation, and the board reports — so the financial side is right before the first grant arrives. See how it works.

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