Vendor Registration Guidelines

Under state procurement rules, vendors may be subject to suspension or debarment from the Bidders List for cause. N.D.A.C. § 4-12-05 contains the rules that pertain to suspension or debarment from the Bidders List. Visit the OMB website for more information on the Suspended and Debarred Vendors List. Contact the State Procurement Office at infospo@nd.gov or call at 701-328-2740 with any questions.

Many state agencies and institutions cannot do business with vendors that have been suspended or debarred by the Federal government. Many solicitations also evaluate the experience and qualifications of vendors, including whether the vendor has been suspended or debarred. Search the System for Award Management website for more information on federal list of suspended and debarred vendors.

Not all vendors or circumstances require Office of the Secretary of State registration, so procurement officers should become familiar with the exemptions and consult the Office of the Secretary of State for situational guidance. 

If there is no Office of the Secretary of State registration requirement, proceed with contract award (e.g. execution of the contract, issuance of a purchase order, or placing an order using a purchasing card). 

If there is an Office of the Secretary of State registration requirement, the vendor must complete the registration process before the contract can be signed, purchase order issued, or purchasing card transaction completed. Contractors with a Secretary of State registration requirement must remain in an active, good standing status the entire contract period. Visit the FirstStop website for information on how to maintain your registration.

The solicitation documents inform all vendors of the Office of the Secretary of State Registration Requirement Law. Use OMB State Procurement templates to inform the vendor(s) selected for award about the Office of the Secretary of State registration requirement.

• Notice of Intent to Award
• Letter of Instruction for Successful Offeror or Bidder 

Use the Business Records Search to determine if vendors are already registered with the Office of the Secretary of State.

Registration requirements with the Office of the Secretary of State are based on the business type and circumstance of the business being transacted and are not tied to any specific dollar amount. Office of the Secretary of State uses the terms “domestic” for North Dakota vendors and “foreign” for out-of-state vendors. For specific registration requirements, please contact the Office of the Secretary of State. 

North Dakota vendor (domestic) and out-of-state vendor (foreign) circumstances that do not require registration:

• The vendor is the sole proprietor doing business in his or her personal name, with or without a modifier (e.g., “Joe Smith” or “Joe Smith Painting”), unless that vendor will also be auctioneering.
• The vendor is the sole proprietor doing business using his or her surname as part of the business name and a specialized license or permit is not required. For example, “Smith Building” would need to register if the business is required to obtain a contractor’s license. Visit the NDSU Extension Service Center for Community Vitality website for more information on required licenses and permits. 
• The vendor is a general partnership, and the full names of all partners are disclosed in the partnership name, such as, “Joe Smith and Tom Dooley Construction."

Out-of-state (foreign) vendors also have these additional registration exceptions:

• The scope of work is limited to the out-of-state vendor shipping goods into North Dakota by common carrier. 
• The scope of work does not require the out-of-state vendor to physically come to North Dakota, and no licenses or permits are required by North Dakota law or other ordinance. Contact your Assistant Attorney General for questions regarding required licenses or permits. 
• The scope of work requires the out-of-state vendor to physically come to North Dakota, but the work will be completed within 30 days or less, the project is an isolated transaction for the vendor, and no licenses or permits are required by North Dakota law or other ordinance (e.g., an out-of-state vendor has never been in the state before and provides a one-day seminar in North Dakota). 

Contact the Office of the Secretary of State, Business Services Division at sosbir@nd.gov or call 701-328-2900 for assistance. Visit their Register as a Business webpage for more information. 

A registered agent’s primary purpose is to accept service of process (notifications of legal action against a business) on behalf of the entities it represents. A business entity registered with the Office of the Secretary of State must continuously maintain a commercial or noncommercial registered agent, whose physical and mailing address must be located within the state of North Dakota. Visit the Registered Agents webpage for more information. 

• A registered agent may be: 
  • An individual residing in the state of North Dakota o A domestic or foreign corporation registered with the Office of the Secretary of State and having a business office in North Dakota. 
  • A domestic or foreign limited liability company registered with the Office of the Secretary of State that has a business office in North Dakota.
  • An entity cannot serve itself as registered agent (e.g., ABC, LLC cannot be the registered agent for ABC, LLC). 
• Service of process is the formal delivery of any legal notice, process, or demand against a business. A registered agent ensures each service of process is properly received and forwarded to the business organization. No lawsuit can begin until the party being sued receives service of process. 
• Failing to maintain a registered agent will lead to the business being placed in Not Good Standing status with the Office of the Secretary of State and potentially result in involuntary termination or withdrawal of the business. 
• If a state agency decides to do business with a vendor that has not registered with the Office of the Secretary of State, and therefore does not have a registered agent, the agency must be aware of the potential risk and losses to which it is exposing the State. 
  • When a vendor does not have a registered agent, there is no official representative for accepting service of process on behalf of the business. 
  • Remedies to enforce the contract become extremely limited, if not eliminated altogether. 
  • This can result in increased costs and time for the State in its attempt to recover losses; or the State may not have any remedies available and will be forced to absorb the entire loss that results from the contract. 

Office of the Secretary of State application and fees are based on business types. The term “domestic” refers to in-state and “foreign” refers to out-of-state and out-of-country. 

• Sole Proprietor – Any person that engages in business under a trade name must register that name with the Office of the Secretary of State. Auctioneers are required to register with the Office of the Secretary of State, even if a sole proprietor is doing business with his or her own personal name. 
  • No registered agent is required. 
• Domestic Corporation/Limited Liability Company (LLC) 
  • A domestic corporation must be active and have Articles of Incorporation on file with the Office of the Secretary of State. 
  • A domestic LLC must be active and have Articles of Organization on file with the Office of the Secretary of State. 
  • A registered agent must be continuously maintained in North Dakota. 
• Foreign Corporation/Limited Liability Company (LLC) 
  • A foreign corporation must be active and file a Foreign Corporation Certificate of Authority Application with the Office of the Secretary of State 
  • A foreign LLC must be active and file a Foreign Limited Liability Company Certificate of Authority Application with the Office of the Secretary of State 
  • Both application types must be supported by a certificate of good standing or certificate of existence and active status 
  • A registered agent must be continuously maintained in North Dakota 
• General Partnership – a general partnership that engages in business under a fictitious name must register a Fictitious Partnership Name Certificate with the Office of the Secretary of State 
  • No registered agent is required 

Visit the Office of the Secretary of State’s Vendor Registration page for more information. 

Trade Name: a name assumed to identify the business or activities of an individual or organization and is often referred to as a “doing business as” or “DBA” name. A trade name is used by sole proprietor doing business under a name other than his or own personal name, or by a business doing business under a name other than the business’s registered name. 

Franchise Name: a name to which an independent operator has secured the rights from a franchiser or licensor to use and distribute products and services, techniques, and trademarks for a percentage of sales or royalty fees. 

Visit the Office of the Secretary of State’s Trade Name/Franchise Name page for more information. 

Suppliers must work directly with the agency’s program administrators to get instructions on how to request a Supplier ID to receive payment. Vendor Registry does not issue payments. 

Suppliers: 

• For further instruction, contact the agency issuing your payment or visit the Register as Payee website to obtain forms required by the agency. 

State Agencies: 

• Visit Team ND Connect for information about paying suppliers. 

The ND Payee Portal may be used by payment recipients, both businesses and individuals, approved to receive payment. The online application offers a method to collect required IRS W-9 or W-8 forms, an address, and other payment details. Once a supplier ID account is created, the portal allows authorized users to sign in and keep their payee profile up to date, including address, contact, and banking information. 

To become a supplier with a NDUS campus, work directly with that campus. The campus will need the required IRS W-9 or W-8 forms. All NDUS campuses have the same supplier system, therefore the supplier must only register with one campus. Once a payment is made to a supplier, that supplier stays active for 36 months. Once a supplier is inactive, a new W-9 or W-8 will be required to reactivate.