How to Dissolve an LLC in North Dakota: A Simple Guide

Dissolving a Limited Liability Company (LLC) in North Dakota isn’t just a matter of walking away. You’ve got to follow specific steps and pay attention to legal details.

To dissolve an LLC in North Dakota, you’ll need to file Articles of Dissolution with the Secretary of State, pay a $20 fee, and make sure you’ve handled all business debts and obligations before the company is officially closed out.

The process usually kicks off with a review of your LLC’s Operating Agreement. That document might spell out exactly how to end the business. North Dakota gives you two different routes for paperwork, depending on whether your LLC ever accepted contributions or still has unpaid debts.

If your company never accepted contributions and doesn’t owe anyone, you get to use a simpler, more direct process. That’s a relief for some folks.

Key Takeaways

• Filing Articles of Dissolution with the North Dakota Secretary of State is required and costs $20 for domestic LLCs.
• Review your LLC’s Operating Agreement first as it may contain specific dissolution procedures to follow.
• Failing to formally dissolve your LLC can result in administrative dissolution by the state and potential ongoing liability issues.

Save the Hassle and Get Bizzee to Do It For You

As you can see, there is considerable work in doing a dissolution and in the interests of ensuring it is done correctly, many people use a service like Bizee to do the dissolution. It is quick, easy and comparatively cheap.

Essential Steps to Dissolve an LLC in North Dakota

Dissolving a North Dakota LLC means handling a lot of details. You’ve got to get member approval, file the right forms, and officially let the state know you’re closing up shop.

Member Approval and Meeting Requirements

First things first: check your Operating Agreement. Most of the time, it’ll lay out the rules for dissolution, like how many votes you need and what kind of notice to give members.

Usually, a majority vote does the trick. Set up a formal meeting with all LLC members, document their votes, and keep detailed minutes.

If you’ve got more than one member, you’ll want to:

• Give everyone notice about the meeting
• Record who shows up and how they vote
• Write down the official resolution
• Get signatures from all members

Even if you’re a single-member LLC, write down your decision to dissolve. Having that record can save headaches later and proves you followed the right steps.

Filing the Articles of Dissolution

Once members give the green light, it’s time to file Articles of Dissolution with the North Dakota Secretary of State. This officially ends your LLC’s existence as a legal entity.

The filing fee is $20. You can do this online or by mail, whichever works for you.

Your Articles of Dissolution need to include:

• The full legal name of your LLC
• Dissolution date
• The reason you’re dissolving
• Confirmation that all debts and liabilities are settled
• Confirmation that you’ve distributed any remaining assets

Double-check everything before you submit. Mistakes can slow things down or even cause legal trouble.

Notifying the North Dakota Secretary of State

After filing, make sure you’ve wrapped up all state obligations. That means filing final tax returns and closing out tax accounts with North Dakota.

Contact the North Dakota Tax Commissioner’s office to:

• Ask about final tax filing requirements
• See if you need tax clearance
• Close your state tax accounts

Let your creditors know you’re dissolving. Send written notices to everyone you owe or do business with. That step helps protect you from future claims.

Cancel any permits, licenses, or registrations you have with state agencies. Keep records of all your communications with government offices—seriously, don’t skip this.

Addressing Legal and Financial Obligations

Before you can finish dissolving your LLC in North Dakota, you’ve got to deal with any outstanding obligations. Skipping this part can cause legal headaches or even personal liability for members.

Settling Debts and Liabilities

Start by making a list of all your creditors, vendors, and contracts. North Dakota law says you need to notify all known creditors about your LLC’s dissolution, so send out those formal letters and give them a deadline for submitting claims.

Pay off your debts in the right order:

• Secured creditors first
• Then unsecured creditors
• Finally, LLC members

If you don’t have enough assets to pay everyone, talk to a business attorney. You might have to chip in more money if your operating agreement says so.

Keep good records of every payment and settlement. You’ll want that info handy for taxes and just in case questions pop up later.

Tax Clearance and Final Tax Filings

You’ll need to file final tax returns with both the state and the IRS. For the feds, that means Form 1065 for partnerships or Form 1120 for corporations.

Reach out to the North Dakota Office of State Tax Commissioner to see if you need a tax clearance certificate. Sometimes you do, sometimes you don’t—but getting one proves you’re squared away with the state.

Here’s what you’ll need to file:

• Final state income tax returns
• Final sales tax returns, if you collected sales tax
• Final employer tax returns, if you had staff
• Final federal tax returns

Cancel any tax registrations, like sales tax permits or employer accounts. If you forget, you might have to keep filing, and nobody wants that.

Hang on to your tax records for at least seven years after you dissolve the LLC. It’s just good practice.

Using an LLC Formation Service

Honestly, the paperwork can get overwhelming. That’s where professional LLC formation services come in—they’ll handle the forms and make sure you’re following North Dakota’s rules.

Most services charge between $100 and $300 to help with dissolution. Look for someone who knows North Dakota law and can offer:

• Preparation of Articles of Dissolution
• Filing with the Secretary of State
• Help with tax clearance
• Guidance on notifying creditors

It’s an extra expense, but it can save you from mistakes and delays. This is especially true if your LLC’s finances are complicated or you’re not sure about the legal stuff.

Just remember, even if you hire a service, you and the other members still have to approve the dissolution according to your Operating Agreement.

Using an LLC Formation Service

Dissolving an LLC in North Dakota can feel like a lot to handle. For many business owners, hiring an LLC formation service just makes the whole thing easier.

These companies take care of the paperwork and make sure you’re meeting all the state’s requirements. They’ll walk you through the dissolution process so you don’t miss anything important.

Bizee is one service people often recommend for North Dakota LLC dissolutions. They’ll handle the documentation and file with the Secretary of State for you.

Why use an LLC formation service?

• Saves you time on paperwork
• Cuts down on filing mistakes
• Keeps you compliant with North Dakota rules
• Guides you step by step
• Helps you avoid administrative headaches

Expect to pay between $100 and $300, but a lot of business owners think it’s worth it compared to the potential fees and issues that come from doing it wrong.

Good services also make sure you’ve settled all debts and obligations before you dissolve—can’t skip that in North Dakota.

Still, even with help, you should hold a formal meeting to approve the dissolution as your Operating Agreement says.

Post-Dissolution Considerations

Once your North Dakota LLC is dissolved, there are a few loose ends to tie up. Taking care of these details helps you avoid problems down the road and makes sure you’re really done with business operations.

Distributing Remaining Assets

After paying off debts, split any leftover assets among LLC members. Usually, this follows ownership percentages or whatever your Operating Agreement says. If it’s not spelled out, go by capital contribution ratios.

Document every asset distribution. Make a list of what’s left, like:

• Cash in the business bank account
• Equipment and furniture
• Real estate
• Intellectual property
• Investments

Keep these records for at least seven years for tax reasons. Members might have to report these distributions as capital gains or ordinary income, depending on what they get.

If you’ve got high-value items, a professional appraisal might be a smart move. It keeps things fair and helps with tax reporting.

Canceling Licenses and Permits

Cancel every business license, permit, and registration to avoid ongoing fees or compliance headaches. Get in touch with each agency directly—some want a letter, others have their own forms.

Common things to cancel:

• State business licenses and permits
• Local business licenses
• Special industry permits
• EIN (let the IRS know)
• Sales tax permits (contact the North Dakota Tax Commissioner)
• Professional licenses tied to your business

Hang on to confirmation receipts for your records. If you don’t get a cancellation notice, set a reminder to follow up—otherwise, you might keep getting tax forms or renewal bills long after you’ve shut down.

Notifying Creditors and Stakeholders

North Dakota law says you need to notify creditors when dissolving your LLC. So, send out formal written notices to every known creditor.

If state law asks for it, publish a notice in local newspapers too.

Don’t forget other folks who should hear about the dissolution:

• Customers and clients
• Vendors and suppliers
• Business partners
• Insurance providers
• Landlords and property managers
• Banks and financial institutions

When you notify them, include the LLC’s name, the date you dissolved, and your contact info for claims. Let people know when they need to submit any claims by—set a clear deadline.

It’s smart to put some funds in an escrow account, just in case unknown claims pop up after dissolution. This step helps shield former members from having to pay surprise business debts later.

Hang on to copies of all your communications with creditors and stakeholders. You might need that proof if questions come up down the road.