How to Dissolve an LLC in North Dakota: $20 Filing, Steps

How to dissolve an LLC in North Dakota, step by step

Our guide on how to dissolve an LLC covers the vote and the federal side. North Dakota's LLC Act, chapter 10-32.1, gives a winding-up LLC two filings to use: a notice of dissolution, which is optional, and articles of dissolution and termination, which end the company (NDCC 10-32.1-51).

• Approve the dissolution as the operating agreement requires. From then on the North Dakota LLC exists only to wind up.
• If you want the dissolution on record while you wind up, file the optional notice of dissolution ($10). For a formal claims cutoff, send known claimants a written notice with a deadline of at least 120 days.
• Discharge the debts, settle the business and distribute what remains.
• File the Articles of Dissolution and Termination ($20) with the Secretary of State (Secretary of State).
• Close the withholding account and any sales tax permit with the Office of State Tax Commissioner; withholding returns are due while the account is open (State Tax Commissioner).
• File the final federal return and close the EIN account by letter (IRS).

Source: NDCC chapter 10-32.1: Limited Liability Company Act (official PDF)

Filing North Dakota Articles of Dissolution and Termination

The Secretary of State's fee list for business LLCs shows "Dissolution/Termination (domestic) - $20" and "Withdrawal (foreign) - $20" (Secretary of State). The statute splits the steps: filing a notice of dissolution costs $10 and filing articles of dissolution and termination costs $20 (NDCC 10-32.1-92). The articles state the company's name and that it is terminated.

North Dakota runs its business filings through the FirstStop Portal, where owners file changes to an existing business record (maintain registration). Its business pages do not spell out an online dissolution in words, but they publish no paper LLC dissolution form, and the nonprofit page says dissolving and terminating filings are completed and submitted in FirstStop (maintain a nonprofit). Look up the LLC there and file from its record, or call the office at 701-328-2900 if the closing filing does not appear.

This guide is general information, not legal or tax advice. Fees and forms change: confirm them with the agency before you file, and ask an attorney or accountant about your situation.

Source: North Dakota Secretary of State: limited liability companies

Cutting off claims against a dissolved North Dakota LLC

The claims process is separate from the notice of dissolution filing, and it is optional too. A dissolved North Dakota LLC may notify known claimants in a record that states what a claim must include, where to send it and a deadline of at least 120 days after the claimant receives the notice; a claim not received by then is barred (NDCC 10-32.1-52).

For claims you do not know about, the LLC may also publish notice of its dissolution and ask anyone with a claim to present it, at least once in a newspaper of general circulation in the county where its principal executive office is located. If the company has unknown or contingent risks, such as product or warranty claims, those notices are worth the cost.

Source: NDCC chapter 10-32.1: Limited Liability Company Act (official PDF)

North Dakota taxes: what the State Tax Commissioner expects

Neither the Secretary of State's LLC page nor its corporation page lists a tax clearance as part of dissolving. That does not close any tax account for you. The Office of State Tax Commissioner requires Form 306, the Income Tax Withholding Return, even for periods with no wages, and any business with an open withholding account must file the annual Form 307 reconciliation with its W-2s and 1099s by January 31 (State Tax Commissioner).

So file the final North Dakota withholding return and the reconciliation, file the last sales and use tax return if you hold a permit, and then ask the Tax Commissioner to close the accounts so returns stop coming due.

Source: North Dakota Office of State Tax Commissioner: income tax withholding

Dissolving a North Dakota corporation

A North Dakota business corporation that has issued shares files an Intent to Dissolve for $10 and then a Dissolution for $20. A foreign corporation withdraws for $20 (Secretary of State).

Corporations file a $25 annual report, due August 1 for domestic corporations and May 15 for foreign ones, so time the dissolution to avoid paying for a report you do not need. For the federal steps, see how to dissolve a corporation.

Source: North Dakota Secretary of State: corporations

What happens if a North Dakota LLC stops filing

Business LLCs file a $50 annual report due November 15 (Secretary of State). If a business misses it, the Secretary of State moves it to Not Good Standing, and a business is typically involuntarily terminated if the past-due report is not filed within 6 to 12 months of that date (maintain registration).

You have 1 year to reinstate to good standing; after that, the business is involuntarily dissolved or terminated, and a foreign business has its authority revoked. Involuntary termination ends the registration, but it does not file your final tax returns or settle your creditors, so a deliberate closing is still the cleaner route.

Source: North Dakota Secretary of State: maintain registration

Foreign LLCs registered in North Dakota

An LLC formed in another state withdraws from North Dakota for $20 (Secretary of State). Under the fee statute, that $20 covers the application for withdrawal and the certificate of withdrawal (NDCC 10-32.1-92).

Close any North Dakota withholding or sales tax accounts as well, and dissolve the company in its home state.

Source: North Dakota Secretary of State: limited liability companies

Records to keep after closing in North Dakota

Keep the filed articles, any notice of dissolution and the claim notices you sent, the final withholding and sales tax returns and the federal returns. The IRS asks you to keep employment tax records for at least 4 years and most income tax records for 3 (IRS).

Before you cancel the software the company ran on, export its data with our guide to export company records before closing, and read what to do with business records after closing for retention periods.

Source: IRS: How long should I keep records?

Records from a North Dakota business can be worth something

Field service notes, equipment and maintenance logs, agricultural and energy records, support tickets and email can all be useful to AI developers who license real operating data. Value depends on volume, completeness and whether you have the right to share it once personal data is removed. Our guide to selling company data after closing explains how licensing works, and the closing a business checklist covers the rest. A free estimate asks about the business, not for files.

Closing the company? Before you cancel software or delete files, find out whether its records are worth licensing: years of tickets, work orders, email and code can be. Get a free estimate of what your records could be worth.