Miss one ten-dollar filing and your North Dakota association ceases to exist
Miss one ten-dollar filing and your North Dakota association ceases to exist
2026-09-15 · North Dakota · Compliance
Most North Dakota homeowners associations are nonprofit corporations under chapter 10-33. The statute that keeps them alive costs ten dollars a year, and the penalty for a year's inattention is written in unusually blunt language.1
The deadline
Section 10-33-139(3): “Except for the first annual report, the annual report of a nonprofit corporation or a foreign nonprofit corporation must be delivered to the secretary of state before February second of each year.” The Secretary of State's own guidance renders it as on or before February 1.
What the report must contain, under subsection 1: the corporation's name and state of incorporation; “The address of the registered office of the corporation … the name of its registered agent in this state at that address, and the address of its principal executive office”; “A brief statement of the character of the activities in which the corporation … is actually engaged in this state”; “The names and respective addresses of the officers and directors”; and “The section of the Internal Revenue Code by which its tax status is established.”
The money
Section 10-33-140 sets it out: “annual report of a domestic or foreign corporation, ten dollars,” with additional fees for late filing — “After the date provided in subsection 3 of section 10-33-139, five dollars” — and, after dissolution, “the reinstatement fee of forty dollars.”
Ten dollars on time. Fifteen late. Fifty-five if the corporation has already been dissolved and is being brought back. The Secretary of State's public page states the ten; the five and the forty are in the statute.
The sentence that matters
Subsection 5: “A corporation that does not file its annual report, along with the statutory filing and penalty fees, within one year after the date established in subsection 3 ceases to exist and is considered involuntarily dissolved by operation of law.”
Not “may be dissolved.” Not “is subject to dissolution.” Ceases to exist, by operation of law, without a hearing and without anyone deciding anything.
What the association loses in the interval
Before that point there is a warning stage. Subsection 4 requires the Secretary of State to notify a corporation that its certificate “is not in good standing and that it may be dissolved or revoked,” and filing the report with the fee and penalty restores it. That notice goes to the registered agent at the registered office — which, for an association, is often a former director, a former manager, or an address nobody has checked in years.
After dissolution the association is not a corporation. In practical terms that puts several things in doubt at once, none of which a board wants to discover mid-transaction:
The corporate shield. The liability protection directors and officers rely on is a feature of the corporation. A dissolved corporation is a poor place to be standing when a claim arrives.
Contracts and enforcement. An entity that has ceased to exist signing a snow-removal contract, recording a lien, or filing suit to enforce a covenant is an argument waiting to be made against it.
The bank. Reserve and operating accounts are held in the corporation's name. Banks run good-standing checks.
Insurance. The named insured on the master policy is the corporation. Our North Dakota insurance requirements page covers what is riding on that name.
Every closing in the community. Since August 1, 2025 a North Dakota association has had ten days to furnish a resale disclosure packet on request under § 47-10-02.3, and the buyer may void the contract until it arrives. A title company that discovers the association was administratively dissolved has a problem on that file and on every other one in the community.
Reinstatement, and its own deadline
Subsection 7: “The fees must be paid and the report filed within one year following the involuntary dissolution or revocation. Reinstatement under this subsection does not affect the rights or liability for the time from the dissolution or revocation to the reinstatement.”
Two points. There is a one-year window to reinstate, after which the cheap route closes. And reinstatement does not paper over the gap — whatever happened while the corporation did not exist happened while it did not exist.
Subsection 8 allows the Secretary of State to waive penalties “when an annual report form could not be delivered to the corporation” — which is a reason to keep the registered agent current, not a defence for having let it go stale.
The second dissolution route boards forget
Section 10-33-141.3(1) is separate from the annual report entirely. A corporation may be involuntarily dissolved if it “has failed to appoint and maintain a registered agent and registered office as provided in section 10-33-12,” or if “A misrepresentation has been made of any material matter in any application, report, affidavit, or other record submitted by the corporation.” It runs on “not less than sixty days' notice by mail,” and “Upon expiration of sixty days after the mailing of the notice, the existence of the corporation ceases.”
An association whose registered agent died, moved, or resigned is on a sixty-day clock it may not know about.
The five-minute annual routine
Put February 1 in the calendar as a board deadline, not a manager's task. It is a five-line filing; the consequence of missing it outruns anything else on the agenda.
Name a registered agent who will still be reachable in three years — and update the filing the day a board changes, since the report itself must list current officers and directors.
Check your own status. The Secretary of State's business search will tell you whether the association is in good standing. Do it at the same meeting you approve the budget. Our North Dakota budget approval page covers the rest of that meeting.
Know there are two reports, not one. The Secretary of State warns: “The Nonprofit Annual Report and Charitable Organization Annual Report are 2 separate reports. A nonprofit with a charitable registration must file 2 reports each year.”
Ignore the solicitations. The Secretary of State's own advice: “If your organization receives a letter from another party offering to assist you with filing annual reports and is asking for large fees and expressing a sense of urgency, be skeptical.” The filing is ten dollars.
What to watch next
The fee schedule in § 10-33-140 was not amended in 2025 or 2026, and chapter 10-33 as a whole was untouched by the 2025 session. Watch instead for the Secretary of State's new name-availability rules, adopted effective January 1, 2026, which expressly reach chapter 10-33 filings — the office's business systems are being rebuilt around them.
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