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Important Information
Confidentiality/Intellectual Property Issues - Innovate ND organizers will take appropriate steps to protect participants' intellectual property. Electronic and hard copies of business plan entries will be viewed by or distributed to judges and organizers only. We will not require judges to sign nondisclosure agreements as these professionals regularly handle confidential material in the course of their business. We do request that they respect the entrants' confidentiality rights as a condition of their participation, but the Organizing Committee will not arbitrate any disputes over judges' handling of entries. Entrants are free to exclude any material you felt to be truly proprietary and at risk of disclosure. Intra-team confidentiality is the sole responsibility of team members, and we will not arbitrate any disputes that arise during the competition. Individuals or teams advancing to the final round will be required to submit a brief statement of their venture to be used for public relations purposes. This may be as general or specific as a team desires, but it should be considered public information. We expect all judges to act ethically. If there is a relationship between a member of the judging panel and an entrant, it will be disclosed to other judges for that particular entry, the judge will recuse themselves from judging that entry.
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A Message from the North Dakota Secretary of State
Creation - Business Name - Reservation - Licensing
Most North Dakota business entities are legally created when they file the applicable documents related to the chosen entity structure with the Secretary of State. This applies to corporations, limited liability companies, limited liability partnerships, or limited liability limited partnerships.
A general partnership, prior to using a fictitious business name, must file a partnership fictitious name certificate with the Secretary of State. This is also true for any other partnership structure using a business name other than the partnership name registered with the Secretary of State's office.
Prior to using a business name, a sole proprietor must file a trade name registration with the Secretary of State. This also applies to any corporation or limited liability company if they conduct business in a name different from the name registered with the Secretary of State's office.
By law, the Secretary of State can only register a business name that is not the same, or deceptively similar, to a name already registered with the office. Therefore, it is an exceptionally important first step for anyone wanting to organize a new business. That is, to first determine if the business name they want to use is available. It is possible to reserve the business name of an entity (except for a sole proprietor) for up to one year before the filing of any organizational documents.
Some businesses or individuals may require a license to perform specialized or regulated activities. For example, electricians, plumbers. The Secretary of State's office licenses contractors and registers home inspectors and professional fundraisers.
A business may also register a trademark or a service mark with the Secretary of State's office. It protects its use in North Dakota as long as it does not conflict with any trademarks or service marks already registered with the United States Patent and Trademark Office.
More information and forms are available on the Secretary of State's website or by contacting the Secretary of State's office at (701) 328-4284.
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Securities issues while raising capital
Companies may raise capital in North Dakota by either 1) registering the security or 2) relying upon an exemption from the registration requirements. There are some exemptions that do require a filing and approval process prior to making an offer to sell a security.
A security is an investment contract which is defined to mean the investment of money in a common enterprise with the expectation of a return based upon the efforts of a third party. The definition of the term security is very broad and includes debt instruments, ownership interests, a certificate of interest, fractional interests, and certificates to name a few of the different types.
The North Dakota statute provides a useful tool for companies referred to "Test-the-Waters." This program does provide for a filing and approval process before a company can use the program. Under the program a company can hold informational meetings and contact only North Dakota residents to take indications of interest. Funds cannot be solicited or accepted and there is no commitment by the person indicating an interest to invest funds at a later date. At the conclusion of this phase, a company can determine if it is beneficial to proceed with an offering of a security, the type of security and dollar amount to be offered, whether the security needs to be registered or if a filing for the approval for the use of exemption is best suited for the proposed securities offering.
The exemptions from the registration requirements that provide for a filing for approval prior to use are:- The limited offeree exemption which provides for offers to not more than 35 persons;
- The limited offering exemption which provides for offers and sales to an unlimited number of persons provided the dollar amount of the offering does not exceed $5,0000,000 and the entire offering amount is placed into a escrow account; and
- The accredited investor exemption which provides for the offer and sale to persons defined as accredited investor. An accredited investor is a person with a net worth exceeding $1 million or annual income greater than $200,000 or joint income of $300,000.
Information relating to the registration requirements, exemptions requiring a filing for approval and forms can be found at www.ndsecurities.com by clicking on "Registration Requirements" and then clicking on the sentence beginning with the word "Overview," clicking on "Forms," or by contacting the Securities Department at (701) 328-4703.
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