# North Dakota: benefit corporation guide
Reviewed 2026-10-11 · Compared form: No dedicated for-profit benefit form identified

Educational guide to selected statutes and agency guidance, not every court decision or a company-specific legal/tax opinion.

Balanced score: 21 / 100

## Comparison baseline
A small, active, private stock C corporation, after its first tax year, using the lowest capital/receipts/share-count tier, no taxable income or taxable alternative-minimum base, and ordinary online filings where available. It operates in the state being compared. Yearly costs include registry reports and the identified minimum state tax/license charge; multi-year charges are annualized. Variable income, receipts, sales, payroll and local taxes, agents and one-time formation costs are additional.

## Benefit company option
Usual rule: The usual benefit-corporation model is a for-profit stock company with a public-benefit purpose. Washington uses a related social-purpose form; eight states have no identified dedicated for-profit benefit form.

This state: Mission can be stated in ordinary governing documents, but no dedicated for-profit benefit form was identified.

Why it differs: North Dakota has ordinary for-profit corporations, but no dedicated for-profit benefit form in the reviewed law. It loses benefit-form credit for that specific reason.

### Benefit company option
Score: 0
North Dakota has ordinary for-profit corporations, but no dedicated for-profit benefit form in the reviewed law. It loses benefit-form credit for that specific reason. A nonprofit public-benefit corporation is a different entity and does not fill this for-profit gap.
- [Century Code Title 10; Chapter 10-19.1](https://ndlegis.gov/general-information/north-dakota-century-code/index.html)

## Personal protections
Usual rule: The common starting point is a director protection clause that must be added to the charter. Many states do not extend that ordinary clause to officers. Exceptions, eligible people and covered claims differ.

This state: Director-only opt-in charter limitation, subject to loyalty, bad faith, misconduct, knowing illegality, specified statutory and improper-benefit exceptions. Ordinary directors may already consider listed nonshareholder constituencies. Benefit-specific rule: No benefit-specific immunity for failure to achieve a mission exists for this ordinary corporation. The ordinary director/officer rules below and any lawful indemnification or insurance apply on their own terms.

Why it differs: North Dakota keeps this ordinary shield limited to directors; the charter must elect the ordinary protection. Director-only opt-in charter limitation, subject to loyalty, bad faith, misconduct, knowing illegality, specified statutory and improper-benefit exceptions. Ordinary directors may already consider listed nonshareholder constituencies.

### Protection for board members
Score: 6
North Dakota has an identified director monetary-protection provision in the compared scope, which earns this credit. Director-only opt-in charter limitation, subject to loyalty, bad faith, misconduct, knowing illegality, specified statutory and improper-benefit exceptions. Ordinary directors may already consider listed nonshareholder constituencies.
- [§10-19.1-50(5)–(6)](https://ndlegis.gov/cencode/t10c19-1.pdf)

### Protection for company officers
Score: 0
North Dakota does not extend the scored ordinary charter shield to officers acting only as officers, so no officer credit is awarded. Separate indemnification or insurance may still matter.
- [§10-19.1-50(5)–(6)](https://ndlegis.gov/cencode/t10c19-1.pdf)

### Protection without extra setup
Score: 0
North Dakota requires an elected charter provision for the scored ordinary protection; it gets no automatic-coverage credit. The clause must actually be put in the charter to help.
- [§10-19.1-50(5)–(6)](https://ndlegis.gov/cencode/t10c19-1.pdf)

### Protection when a benefit goal is missed
Score: 0
North Dakota has no separately credited benefit-specific monetary shield for company. No benefit-specific immunity for failure to achieve a mission exists for this ordinary corporation. The ordinary director/officer rules below and any lawful indemnification or insurance apply on their own terms.
- [Century Code Title 10; Chapter 10-19.1](https://ndlegis.gov/general-information/north-dakota-century-code/index.html)

### Board protection for benefit work
Score: 0
North Dakota has no separately credited benefit-specific monetary shield for directors. No benefit-specific immunity for failure to achieve a mission exists for this ordinary corporation. The ordinary director/officer rules below and any lawful indemnification or insurance apply on their own terms.
- [Century Code Title 10; Chapter 10-19.1](https://ndlegis.gov/general-information/north-dakota-century-code/index.html)

### Officer protection for benefit work
Score: 0
North Dakota has no separately credited benefit-specific monetary shield for officers. No benefit-specific immunity for failure to achieve a mission exists for this ordinary corporation. The ordinary director/officer rules below and any lawful indemnification or insurance apply on their own terms.
- [Century Code Title 10; Chapter 10-19.1](https://ndlegis.gov/general-information/north-dakota-century-code/index.html)

## Less paperwork
Usual rule: The most common benefit model requires an annual report using an outside assessment framework, without a separate state benefit-report filing. An outside framework does not necessarily mean paying for certification.

This state: No separate benefit-status annual report, shareholder benefit statement or public benefit assessment is required under a dedicated for-profit benefit statute. Ordinary corporate registry filings still apply at the charges shown below. Assessment rule: No statutory benefit-status third-party assessment or private certification mandate applies. The company may adopt voluntary standards or seek private B Corp certification separately.

Why it differs: No benefit reporting credit applies because this state does not offer the requested form; that does not mean an ordinary company has no filings.

### How often reports are needed
Score: 0
North Dakota: No dedicated form. There is no benefit-report obligation for this ordinary form, and no benefit-form reporting credit.
- [Century Code Title 10; Chapter 10-19.1](https://ndlegis.gov/general-information/north-dakota-century-code/index.html)

### Choice of impact framework
Score: 0
North Dakota: No dedicated form. No dedicated benefit form means this benefit-specific factor is not applicable.
- [Century Code Title 10; Chapter 10-19.1](https://ndlegis.gov/general-information/north-dakota-century-code/index.html)

### Extra reports sent to the state
Score: 0
North Dakota: No dedicated form. No dedicated benefit form means this benefit-specific factor receives no credit.
- [Century Code Title 10; Chapter 10-19.1](https://ndlegis.gov/general-information/north-dakota-century-code/index.html)

### Extra board or approval steps
Score: 0
North Dakota has no dedicated benefit form, so this benefit-specific factor receives no credit.
- [Century Code Title 10; Chapter 10-19.1](https://ndlegis.gov/general-information/north-dakota-century-code/index.html)
- [Century Code Title 10; Chapter 10-19.1](https://ndlegis.gov/general-information/north-dakota-century-code/index.html)

## Yearly state costs and taxes
Usual rule: There is no uniform state charge. Compare the recurring report fee together with the minimum state tax or license charge for the stated small-company scenario. A low income-tax rate alone does not show this cost.

This state: Registry reporting: $25 per year on an annualized basis. Minimum tax/license used here: $0. Small active ordinary domestic C corporation operating in North Dakota with no North Dakota taxable income after adjustments and apportionment: $0 regular corporate tax and no separate general franchise/capital minimum. Even an applicable water's-edge surtax has a zero taxable base in this scenario.

Why it differs: North Dakota has a compared recurring floor of $25 per year, including $0 in identified minimum tax/license charges.

### Yearly filings plus minimum state taxes
Score: 15
North Dakota has a compared recurring floor of $25 per year, including $0 in identified minimum tax/license charges. Small active ordinary domestic C corporation operating in North Dakota with no North Dakota taxable income after adjustments and apportionment: $0 regular corporate tax and no separate general franchise/capital minimum. Even an applicable water's-edge surtax has a zero taxable base in this scenario. Lower recurring floors earn more cost credit. Profit/receipts-based taxes and local charges are additional; this is not the whole tax bill.
- [Corporate report fees](https://www.sos.nd.gov/business/business-services/business-structures/corporation)
- [Century Code Title 10; Chapter 10-19.1](https://ndlegis.gov/general-information/north-dakota-century-code/index.html)
- [Corporate income rates and pass-through treatment](https://www.tax.nd.gov/new-businesses-and-contractors)
- [North Dakota Tax Commissioner: current brackets, water's-edge surtax, and filing scope](https://www.tax.nd.gov/corporate-income-tax)
- [North Dakota Tax Commissioner: 2025 corporation income-tax instructions and calculation](https://www.tax.nd.gov/sites/www/files/documents/forms/business/corporate-income/2025-corp/28714-corp-income-tax-booklet-2025.pdf)
- [North Dakota Tax Commissioner: business tax guidance and apportionment elections](https://www.tax.nd.gov/sites/www/files/documents/news-center/publications/business-tax-incentives.pdf)

## Becoming a benefit company and changing back
Usual rule: Two-thirds approval is the common benefit-status gate. Some states use ordinary amendment votes, some demand more, and class-by-class voting can give even a small share class a veto.

This state: Becoming a benefit company: No dedicated for-profit benefit election applies. Benefit-status entry, exit and permanent mission-lock provisions do not apply because no dedicated domestic for-profit form was identified. Ordinary amendments, mergers or conversion/qualification in another state use their own statutory rules. Changing back: not_applicable

Why it differs: No direct benefit-status election or exit exists in this state; an interstate move or a law change is a different process.

### Ease of becoming a benefit company
Score: 0
North Dakota: becoming a benefit company requires No dedicated for-profit benefit election applies. There is no dedicated benefit status to elect or remove, so this factor receives no credit.
- [Century Code Title 10; Chapter 10-19.1](https://ndlegis.gov/general-information/north-dakota-century-code/index.html)

### Ease of changing status later
Score: 0
North Dakota: changing back requires not_applicable. There is no dedicated benefit status to elect or remove, so this factor receives no credit.
- [Century Code Title 10; Chapter 10-19.1](https://ndlegis.gov/general-information/north-dakota-century-code/index.html)

## Public transparency
Usual rule: Annual reporting, public access, an outside assessment framework and a mandatory mission duty are common. Stronger disclosure can help people check promises while adding work or exposing owner information.

This state: No benefit-status stakeholder duty applies to this ordinary corporation. Its board follows ordinary corporate duties and its valid charter provisions; adding a mission statement does not create a benefit-corporation statute. Disclosure: No separate benefit-status annual report, shareholder benefit statement or public benefit assessment is required under a dedicated for-profit benefit statute. Ordinary corporate registry filings still apply at the charges shown below. Enforcement: No special benefit enforcement proceeding or benefit-specific shareholder percentage gate applies. Ordinary corporate and contractual claims remain available under their own standing rules.

Why it differs: The ordinary corporation has no dedicated statutory benefit duty/report in this reviewed form. That is why it receives no benefit-accountability credit.

### Reports the public can read
Score: 0
North Dakota has no dedicated benefit-report rule in this ordinary form, so it receives no benefit-publication credit.
- [Century Code Title 10; Chapter 10-19.1](https://ndlegis.gov/general-information/north-dakota-century-code/index.html)

### Regular updates on progress
Score: 0
North Dakota: No dedicated form. There is no benefit-report obligation for this ordinary form, and no benefit-form reporting credit.
- [Century Code Title 10; Chapter 10-19.1](https://ndlegis.gov/general-information/north-dakota-century-code/index.html)

### An outside impact framework
Score: 0
North Dakota: No dedicated form. No dedicated benefit form means this benefit-specific factor is not applicable.
- [Century Code Title 10; Chapter 10-19.1](https://ndlegis.gov/general-information/north-dakota-century-code/index.html)

### A duty to consider the mission
Score: 0
North Dakota has no mandatory benefit mission duty in the compared form, so it receives no mandatory-duty credit. No benefit-status stakeholder duty applies to this ordinary corporation. Its board follows ordinary corporate duties and its valid charter provisions; adding a mission statement does not create a benefit-corporation statute.
- [Century Code Title 10; Chapter 10-19.1](https://ndlegis.gov/general-information/north-dakota-century-code/index.html)

## State taxes
North Dakota ordinary corporate income tax has marginal rates of 1.41% on the first $25,000, 3.55% on the next $25,000, and 4.31% above $50,000 of North Dakota taxable income. A water's-edge filing election adds a 3.5% surtax on North Dakota taxable income. The regular rates have remained unchanged since 2015.
The ordinary civic/technology stock C corporation has no separate general fixed franchise/capital minimum in the current corporate income-tax computation. Tax follows North Dakota taxable income; bank taxation and Secretary of State annual report fees are separate. The water's-edge surtax is income-based, not a flat charge.
Corporations doing business in or earning North Dakota-source income generally file Form 40. State adjustments, allocation/apportionment, combined reporting, and filing elections affect taxable income. The usual apportionment is three-factor property/payroll/sales, with an elective single-sales-factor method; an incorporation-state comparison does not determine tax on actual operations.

## Full reviewed legal topics

### purpose
Mission can be stated in ordinary governing documents, but no dedicated for-profit benefit form was identified.

### board
No benefit-status stakeholder duty applies to this ordinary corporation. Its board follows ordinary corporate duties and its valid charter provisions; adding a mission statement does not create a benefit-corporation statute.

### standard
No statutory benefit-status third-party assessment or private certification mandate applies. The company may adopt voluntary standards or seek private B Corp certification separately.

### report
No separate benefit-status annual report, shareholder benefit statement or public benefit assessment is required under a dedicated for-profit benefit statute. Ordinary corporate registry filings still apply at the charges shown below.

### enforcement
No special benefit enforcement proceeding or benefit-specific shareholder percentage gate applies. Ordinary corporate and contractual claims remain available under their own standing rules.

### benefitLiability
No benefit-specific immunity for failure to achieve a mission exists for this ordinary corporation. The ordinary director/officer rules below and any lawful indemnification or insurance apply on their own terms.

### ordinaryExculpation
Director-only opt-in charter limitation, subject to loyalty, bad faith, misconduct, knowing illegality, specified statutory and improper-benefit exceptions. Ordinary directors may already consider listed nonshareholder constituencies.

### statusChange
Benefit-status entry, exit and permanent mission-lock provisions do not apply because no dedicated domestic for-profit form was identified. Ordinary amendments, mergers or conversion/qualification in another state use their own statutory rules.

## Costs and conditions

### regularReport
Annual corporate report $25.

### benefitReport
No separate statutory benefit form/report identified.

### minimumTax
Corporate income tax is graduated from 1.41% to 4.31% of North Dakota taxable income, with allocation/apportionment. This income-based tax is separate from the annual corporate report. S-corporation taxation generally passes through to owners; nonresident withholding rules can apply.

## Conversion route
No same-state benefit-status amendment route identified; a benefit chapter is needed. A move to another jurisdiction requires its own authorized domestication, conversion or merger route.
Benefit-status entry, exit and permanent mission-lock provisions do not apply because no dedicated domestic for-profit form was identified. Ordinary amendments, mergers or conversion/qualification in another state use their own statutory rules.

## Important distinctions
- Director-only opt-in charter limitation, subject to loyalty, bad faith, misconduct, knowing illegality, specified statutory and improper-benefit exceptions. Ordinary directors may already consider listed nonshareholder constituencies.
- Annual corporate report $25.
- The form-availability gap is the only shared grouping; ordinary protections and charges differ.

## Source qualifications
- Ordinary charter protections concern specified internal monetary claims; personally committed wrongs and liabilities imposed by other statutes remain separate.


## All reviewed official/primary links
- [Century Code Title 10; Chapter 10-19.1](https://ndlegis.gov/general-information/north-dakota-century-code/index.html)
- [§10-19.1-50(5)–(6)](https://ndlegis.gov/cencode/t10c19-1.pdf)
- [Corporate report fees](https://www.sos.nd.gov/business/business-services/business-structures/corporation)
- [Corporate income rates and pass-through treatment](https://www.tax.nd.gov/new-businesses-and-contractors)
- [North Dakota Tax Commissioner: current brackets, water's-edge surtax, and filing scope](https://www.tax.nd.gov/corporate-income-tax)
- [North Dakota Tax Commissioner: 2025 corporation income-tax instructions and calculation](https://www.tax.nd.gov/sites/www/files/documents/forms/business/corporate-income/2025-corp/28714-corp-income-tax-booklet-2025.pdf)
- [North Dakota Tax Commissioner: business tax guidance and apportionment elections](https://www.tax.nd.gov/sites/www/files/documents/news-center/publications/business-tax-incentives.pdf)