North Dakota at a glance
Partnership law
RUPA (revised)
LLC default split
Equal per-capita
Operating agreement
Not required
Community property
No
Formation cost
$135
Annual cost
$50 annual report fee
North Dakota adopted RULLCA, defaulting to equal per-capita distributions for LLCs. The state has moderate formation and annual costs.
Default partnership rules in North Dakota
North Dakota adopted RUPA, treating partnerships as separate entities with equal profit sharing by default. Partners have equal management rights and owe fiduciary duties.
The most important takeaway: profits are split equally by default in North Dakota, regardless of capital contributions. If you and a partner start a business and one of you invests $100,000 while the other invests $5,000, you still split profits 50/50 without a written agreement. This is true in every US state, including North Dakota.
LLC defaults in North Dakota
North Dakota follows RULLCA, defaulting to equal per-capita distributions among members regardless of capital contributions. An operating agreement is not required. The state charges a $50 annual report fee.
Because North Dakota follows RULLCA with equal per-capita defaults, LLC members should pay special attention to their operating agreement. Without one, a member who contributed 90% of the capital gets the same share of profits as a member who contributed 10%. Use our equity calculator to determine a fair split based on actual contributions.
What happens when a partner leaves in North Dakota
Under North Dakota's RUPA, a partner's departure does not dissolve the partnership. The partnership continues, and the departing partner is entitled to a buyout at fair value.
A written partnership agreement should still address departure terms specifically, including how the buyout value is calculated, the payment timeline, and any non-compete provisions. While RUPA provides a default framework, the details of a buyout can still lead to disputes if not spelled out in advance. Understanding the concept of dead equity is important for managing these situations. Learn more about how dead equity affects businesses.
Marriage and business equity in North Dakota
North Dakota is an equitable distribution state. Business interests acquired during marriage are marital property and divided equitably in a divorce.
Even though North Dakota is not a community property state, marriage can still affect your business equity. In equitable distribution states, courts divide marital property based on what is fair, which may include business interests acquired or grown during the marriage. A clear equity agreement and proper documentation of ownership can help protect your business in the event of a divorce.
Formation and cost considerations in North Dakota
| Formation cost | $135 |
| Annual/recurring cost | $50 annual report fee |
| State income tax | Yes |
| Partnership law | RUPA (revised) — partnership continues after departure |
| LLC default distributions | Equal per-capita (RULLCA) — all members get equal share |
| Operating agreement | Not required (strongly recommended) |
Frequently asked questions
What is the default LLC profit split in North Dakota?
North Dakota follows RULLCA, defaulting to equal per-capita distributions. All members get the same share regardless of capital contributions unless an operating agreement says otherwise.
How much does a North Dakota LLC cost?
North Dakota LLC formation costs $135, and the annual report fee is $50. First-year costs are at least $185 before legal fees.
Does North Dakota require an operating agreement?
No, but without one, RULLCA's default rules apply, splitting profits equally regardless of contributions.
How do partnerships work in North Dakota?
North Dakota follows RUPA, which treats partnerships as separate entities, defaults to equal profit sharing, and allows a partner to leave without dissolving the partnership.
Related resources
- Equity calculator: find a fair split for your business
- Does your small business need an equity agreement?
- Equity for small businesses: the complete guide
- Dead equity calculator: how much is yours costing you?
- Slicing Pie calculator
- What is an operating agreement?
- All 50 states: partnership and LLC default rules
Partnership laws in neighboring states
Disclaimer: This page provides general information about North Dakota partnership and LLC default rules and is not legal advice. Laws change, and the information here may not reflect the most recent amendments. The formation costs and annual fees listed are approximate and may vary. Consult a qualified attorney licensed in North Dakota for advice specific to your situation. Equity Matrix is a software tool for tracking contributions and calculating equity; it does not provide legal services.
Replace North Dakota's defaults with a fair agreement.
Equity Matrix tracks contributions and calculates ownership automatically, so your agreement reflects what your team actually built together.