The Foreign LLC Without a Registered Agent
Dakota Builders LLC was formed in Wyoming in 2022 and registered as a foreign LLC in North Dakota in 2023. Its North Dakota registered agent was a Bismarck accountant. On March 1, the accountant resigned and filed a statement of resignation with the Secretary of State. The LLC's principal office in Cheyenne received the Secretary of State's notice, but the office manager put it in a file. No new registered agent was appointed. In May, Dakota Builders submitted its annual report and contractor license renewal. The Secretary of State rejected the contractor license renewal because the LLC was not in good standing. The LLC had already signed a $240,000 contract to remodel a grocery store and had received a $60,000 progress payment. The owner wants to know if he can keep working and whether the contract is void.
1. What filing was required after the registered agent resigned, and what happens if the LLC does nothing?
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A foreign LLC authorized to do business in North Dakota must maintain a registered agent in the state. When the accountant resigned, the LLC was required to appoint a new registered agent and file a statement of change with the Secretary of State, signed by the new agent. The resignation itself does not appoint a successor, and the LLC cannot rely on its Wyoming office to receive official service. If the LLC fails to cure, the Secretary of State may mark the entity as not in good standing or revoke its foreign registration. That status then blocks the contractor license renewal, because the contractor license requires the business entity to be authorized to transact business in North Dakota.
2. Can the Secretary of State deny the contractor license renewal? Explain the connection between entity status and contractor licensing.
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Yes. Contractor licensing and business entity registration are linked. An LLC that is not in good standing because it lacks a registered agent is not authorized to do business in North Dakota, and the Secretary of State can deny or refuse to renew a contractor license on that basis. The $240,000 grocery store project is far above the $4,000 licensing threshold, so the LLC cannot lawfully continue without an active license. The owner's mistake was treating the registered-agent notice as routine mail. The cure is to appoint a North Dakota registered agent immediately, file the statement of change, reinstate or correct the foreign registration if necessary, and then renew the contractor license.
3. Is the $240,000 contract automatically void, and what should the owner do about the $60,000 progress payment?
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The contract is not automatically void in the sense that a court would erase it, but it is at serious risk of being unenforceable by the LLC while the LLC is unlicensed and not in good standing. The owner may be able to terminate or suspend the contract, and the LLC may be barred from suing to collect further payments until it cures. The $60,000 progress payment should not be treated as spendable profit; the LLC should preserve records showing what work was actually performed and should cure the entity and license defects immediately. Continuing to work while unlicensed exposes the LLC to penalties and gives the owner leverage to demand a refund or offsets. The owner should not sign new change orders or make further draws until the license is active.