How to Dissolve an LLC in North Dakota

Dissolving a business often involves complex procedures. However, for a limited liability company in North Dakota, dissolving it takes a handful of paperwork. When an LLC is formed in North Dakota, the owner(s) draft the operating agreement. If the owner(s) decide to dissolve the business, the dissolution takes place following the articles mentioned in the operating agreement.

In this article, LLCBuddy editors shared the ins and outs of dissolving an LLC in North Dakota. LLCs must file the Articles of Dissolution with the North Dakota Secretary of State like the formation certificate was filed at the time of forming an LLC in North Dakota. It takes a few days to process and a handful of fees to be paid to the SOS. Many people hire a professional service to do the paperwork to process it hassle-free.

How to Dissolve an LLC in North Dakota

At the time of forming an LLC, an operating agreement draft must be written. Generally, the process of dissolution takes place following the operating agreement (read: North Dakota LLC operating agreement). Before the dissolution process, there are a few things to consider in the LLC.

First, make sure all the members of the LLC agree to dissolve the business. Once all the members are ready, their consent should be recorded via voting. After casting their vote in favor of the dissolution, the legal process must be started.

Dissolution of North Dakota LLC requires three broad procedural steps. Having a North Dakota LLC Operating Agreement, closing all the tax accounts, and finally submitting the Articles of Dissolution form to the North Dakota Secretary of State.

Step 1: Follow the LLC Operating Agreement in North Dakota

When you have started an LLC as a business entity, then there is an operating agreement that is formed. There are complete details of how the company will function and grow in that operating agreement, which acts as a comprehensive guide. There is also a dissolution process, which is added to your agreement. The common dissolution steps that almost every LLC follows are:-

First of all, the dissolution vote will take place among the LLC members in the dissolution meeting. If the majority is with the YES, then the process goes into legal proceedings.

All the dissolution votes will be noted down and recorded with the minutes of the meeting or a consent form.
After that, a formal date for dissolving the LLC will be decided.
The next step is counting the LLC assets and dividing them among the stakeholders and members accordingly.
Finally, the creditors of the business are notified, and the debts of the business are settled.

This is a general process. However, it is strongly recommended to seek professional help to avoid any complications when it comes to terminating an LLC in North Dakota.

Get a Professional Agent Service

When it comes to a limited liability company dissolution, it is important to get professional help. North Dakota registered agent will guide you with everything you need to close your limited liability company. While choosing a registered agent make sure they have a physical street address in the state. A professional service provider helps you to file the Article of Dissolution and close your various tax accounts without any hassle. Below are the best LLC services in North Dakota that we strongly recommend for you.

LLC Service	Our Rating & Pricing	Top Features	Learn More
#1 TOP PICK	4.5/5 $0 + State Fees	100% accuracy guarantee Worry-free service Great customer support	Learn More
	4/5 $0 + State Fees	Free LLC Formation Affordable Add-on services Other business solutions	Learn More

Step 2: Close All Tax Accounts

Every action that an official business takes is legally bound to some minimum business taxes. For that, various accounts, especially business entity tax accounts, are maintained by the state government with the help of various departments. You should consider all the taxes that you have paid for your LLC’s duration and make a list of them.

You must contact all government entities and clear the amount of outstanding taxes due by the date you have decided to dissolve. All the taxes must be paid in advance so that you don’t face any issues in the process of shutting down your LLC.

Some of the common taxes that limited liability companies have to pay are:

Unemployment insurance tax
Employee withholding tax if your LLC has employees.
If your LLC is engaged in selling taxable goods then they are liable to pay the sales and use tax.

Most of these taxes are normally filed, but some departments require official paperwork, without which it is impossible for the business to close their accounts. Apart from business taxes, federal taxes, personal income taxes, and franchise taxes are to be considered. For the franchise taxes, a franchise tax form is required. That is why the LLC owner should go through the sales tax guide and hire an accounting service.

Tax clearance

While dissolving the North Dakota LLC, the owner is not required to obtain a tax clearance certificate. However, if you have filed federal taxes, then you must go through the final return option on your IRS form.

The IRS form for the LLCs that are classified as partnerships is Form 1065, and those LLCs who have registered themselves as corporate should check IRS Form 1120.

BOI Reporting

If you’re going to dissolve your LLC this year, make sure to update your BOI reporting. From January 1, 2024, the Financial Crimes Enforcement Network (FinCEN) implied a rule to all businesses, including LLCs in North Dakota to file the BOI Report. The Beneficial Ownership Information (BOI) in North Dakota is a report that states about in and out of the company. This report must be up-to-date and submitted to the FinCEN before you proceed to the dissolution.

Step 3: File Articles of Dissolution

There is a list of dissolution documents that you, as an LLC owner, have to file. Once these articles are filed, the legal existence of the LLC will be over. Like a North Dakota Articles of Organization, one has to file North Dakota LLC Articles of Organization. The dissolution procedure and filing the articles of dissolution form is very easy and is discussed below.

First of all, the LLC owner(s) has to file the Article of Dissolution. There are multiple methods of filing available, such as filing by mail, in-person drop, or/and online filing.
You can follow the filing instructions on the official portal so that the steps for dissolution will be easier to complete.
For offline filing, LLCs must download the form and submit it to the North Dakota Secretary of State physical office along with the state filing fee.
If you want to dissolve North Dakota Foreign LLC then look for the Foreign LLC Dissolution process.
You must fill in all the important and legal information in the form, so you should be extra careful.
After filling in all the important information, you must choose the mode of payment you want to use to pay the LLC dissolution filing fees.
After filling in every detail, one should submit the form through an official mail address and make a payment.

Filing	Forms and Details
Online Applications	Terminate Business Online
Offline Applications	Not Applicable
SOS Contact (if offline application is available)	North Dakota, 600 E Boulevard Avenue Dept 108, Bismarck ND 58505-0500
Filing Time	Up to 30 working days
Filing Fee	$20 (filing fee) + $10 for Notice of Dissolution

The LLC you own is dissolved, and you are free from all the liabilities linked with the LLC and its taxes. A copy of both original articles and recorded articles should be submitted in front of the probate judge. Now it’s his call whether he accepts your expedited dissolutions or not.

Points to Be Noted When Dissolving an LLC in North Dakota

Apart from these three steps, no major dissolution rules are there in North Dakota. However, there are some other tasks one has to keep in mind while dissolving an LLC legally.

Winding Up

Some purposes of LLC require some attention even after dissolution, known as winding up. The task of winding up includes.

For a certain period, the property of a business requires preservation.
If there is any civil case against the LLC, then the owner needs to finish them.
Settle all the existing disputes of LLC.
Transfer all the property of the LLC to the names of partners.
Release all the liabilities that the LLC owes to others.
Rightful distribution of all the assets among members, according to their percentage of partnerships.

Cost of Dissolving LLC

LLC costs in North Dakota include the formation as well as dissolution fees. To dissolve an LLC in North Dakota, LLCs have to file an Article of Dissolution. The filing fee is $20 (filing fee) + $10 for Notice of Dissolution. The details are mentioned in the articles of dissolution filing form. Following are the ways to pay for the dissolution,

You can select a payment pick-up option.
There is an option for direct account transfer through your prepaid accounts.
LLC owners can also use their Credit cards, providing their complete details and types. Along with that, an original signature is required to authorize the transaction the state will make.

After Dissolving Your LLC

After you dissolve an LLC in North Dakota, you can reinstate or revive the same within a given time. In North Dakota, the LLC name will be available up to the time till SOS dissolves the LLC completely. After this, the name will be available to other LLCs. Besides, you might revive or reinstate the LLC in North Dakota if that is available. According to the North Dakota SOS, you can revive your LLC within 1 year.

Reasons Behind Dissolving an LLC in North Dakota

People always think they can leave the company without any notice and there will be no issue. But if you have an LLC that you created with a legal obligation, it needs to be ended that way. Yes, if someone will dissolve an LLC in North Dakota, they will have to do it while taking care of the government. For dissolving the company, there is always a reason. The reason can be voluntary or involuntary too. Let’s get to know about the involuntary reasons,

If the company was caught doing illegal business.
If the company’s member died due to some reason or went bankrupt.
The dissolution will be mandatory if the assets of the business are used unwisely.
If the time being of the company was already determined in the will, then the company will go into dissolution at that time.

Top Businesses in North Dakota

With the population of 811,044, North Dakota is one of the favorable places to start an LLC. According to several reports, starting an LLC for Clothing Boutique can be profitable as various places in the state showed steady growth in this business over the past few years. On the other side, based on the city or region you’re going to start your LLC, you can decide the type of business to start. Following are the top 5 businesses you can start in North Dakota.

Clothing Boutique
Farming
Leather Business
Yoga Studio
Distillery

North Dakota LLC Dissolution Review – A Quick Recap

Here’s a recap of the steps you must follow when dissolving your North Dakota LLC. Click on the steps in this list if you want to read the full details.

Follow Your North Dakota LLC Operating Agreement: Remember that when you started, you created an operating agreement. Use this agreement as a guide in proceeding with the dissolution of your LLC.
Close All Tax Accounts: Make sure you close all your tax accounts to avoid incurring further costs.
File Articles of Organization: File the article of dissolution to make it known to the state where your LLC operates that you are indeed no longer in business.

FAQs

How do I formally dissolve my LLC in North Dakota?

To formally dissolve your LLC in North Dakota, you must file Articles of Dissolution with the Secretary of State.

Is there a fee associated with dissolving an LLC in North Dakota?

Yes, there is a fee for filing Articles of Dissolution with the Secretary of State in North Dakota.

What is the processing time for dissolving an LLC in North Dakota?

The processing time for dissolving an LLC in North Dakota can vary, but it typically takes a few weeks.

Do I need to notify the North Dakota Department of Revenue when dissolving my LLC?

Yes, you must notify the North Dakota Department of Revenue when dissolving your LLC, so they can close your tax accounts properly.

Can I dissolve my LLC in North Dakota if it still has outstanding debts?

Yes, you can dissolve your LLC in North Dakota even if it has outstanding debts, but you will still be responsible for settling those debts.

What happens to my North Dakota LLC’s assets when it is dissolved?

When you dissolve your LLC in North Dakota, any remaining assets after debts are paid off will be distributed to the members according to the operating agreement.

Do I need to provide a reason for dissolving my LLC in North Dakota?

No, you do not need to provide a reason for dissolving your LLC in North Dakota when filing the Articles of Dissolution.

Can I reinstate my LLC in North Dakota after it has been dissolved?

Yes, you can reinstate your LLC in North Dakota within a certain period of time after dissolution, but there are specific requirements and fees involved.

Is there a specific form I need to use to dissolve my LLC in North Dakota?

Yes, you must use the official Articles of Dissolution form provided by the North Dakota Secretary of State to dissolve your LLC.

What information do I need to include in the Articles of Dissolution for a North Dakota LLC?

The Articles of Dissolution for a North Dakota LLC must include the LLC name, date of dissolution, and a statement that the dissolution was authorized by the members or managers.

Can I dissolve my North Dakota LLC online?

Yes, you can file the Articles of Dissolution for your North Dakota LLC online through the Secretary of State’s website.

Are there any tax implications for dissolving my North Dakota LLC?

Yes, there may be tax implications for dissolving your North Dakota LLC, so it is recommended to consult with a tax professional before proceeding.

What is the deadline for filing the Articles of Dissolution for a North Dakota LLC?

There is no specific deadline for filing the Articles of Dissolution for a North Dakota LLC, but it should be done as soon as possible after the decision to dissolve the LLC is made.

Can I dissolve my North Dakota LLC if it is involved in ongoing legal proceedings?

Yes, you can dissolve your North Dakota LLC even if it is involved in legal proceedings, but you may need to address any legal matters before completing the dissolution process.

Do I need to notify creditors and vendors when dissolving my North Dakota LLC?

Yes, it is recommended to notify creditors and vendors of your North Dakota LLC when dissolving the business to wrap up any outstanding financial obligations.

Can I dissolve my North Dakota LLC if there are outstanding employee salaries or benefits?

Yes, you can dissolve your North Dakota LLC even if there are outstanding employee salaries or benefits, but you must address these financial obligations as part of the dissolution process.

What happens to my North Dakota LLC’s EIN (Employer Identification Number) after dissolution?

The EIN of your North Dakota LLC will remain with the business entity even after dissolution, so you should notify the IRS of the closure of your business.

Can I transfer assets from my North Dakota LLC to another business entity before dissolving it?

Yes, you can transfer assets from your North Dakota LLC to another business entity before dissolving it, but this should be done with proper documentation and legal guidance.

Do I need to notify customers and clients when dissolving my North Dakota LLC?

Yes, it is a good business practice to notify customers and clients of your North Dakota LLC about the dissolution, so they can plan accordingly and wrap up any existing contracts or agreements.

Can I dissolve my North Dakota LLC if it is currently in good standing with the state?

Yes, you can dissolve your North Dakota LLC even if it is in good standing with the state, as long as you follow the proper procedures for dissolution.

What happens if I do not file the Articles of Dissolution for my North Dakota LLC?

If you do not file the Articles of Dissolution for your North Dakota LLC, the business entity will remain active and continue to incur annual filing fees and other obligations.

Can I transfer the North Dakota LLC name to another business entity before dissolving it?

Yes, you can transfer the North Dakota LLC name to another business entity before dissolving it, but this must be done through the proper legal channels with the Secretary of State.

Do I need to cancel my North Dakota LLC’s fictitious name registration when dissolving the business?

Yes, you must cancel your North Dakota LLC’s fictitious name registration when dissolving the business to avoid any confusion or legal issues with using the name in the future.

Can I sell my North Dakota LLC to another party instead of dissolving it?

Yes, you can sell your North Dakota LLC to another party instead of dissolving it, but this would involve a different process and legal agreements between the buyer and seller.

Can I dissolve my North Dakota LLC if it has multiple members with conflicting interests?

Yes, you can dissolve your North Dakota LLC even if it has multiple members with conflicting interests, but it may require mediation or legal assistance to resolve any disputes before dissolution.

Can I amend the Articles of Organization of my North Dakota LLC before dissolving it?

Yes, you can amend the Articles of Organization of your North Dakota LLC before dissolving it, but this must be done according to the state’s filing requirements and regulations.

What happens to the North Dakota LLC’s operating agreement when it is dissolved?

The operating agreement of your North Dakota LLC becomes null and void once the business entity is dissolved, and any remaining assets or liabilities will be handled according to state law.

Can I dissolve my North Dakota LLC if it is a foreign entity registered to do business in the state?

Yes, you can dissolve your North Dakota LLC if it is a foreign entity registered to do business in the state, but you must file the proper paperwork with the Secretary of State to close out the registration.

How do I formally dissolve an LLC in North Dakota?

To dissolve an LLC in North Dakota, you must file Articles of Dissolution with the Secretary of State.

What is required to file Articles of Dissolution in North Dakota?

To file Articles of Dissolution in North Dakota, you will need the name of the LLC, the date of dissolution, and a signature from a member or manager of the LLC.

In Conclusion

Dissolving a business is not an easy task as a lot of homework is involved with the process. The official process might have only a few steps, however, before and after dissolving the LLC, there might be a lot of other tasks. In this case, it is highly recommended to get a professional service. If you are looking to file an LLC at $0, then ZenBusiness is your answer.

Limited liability companies reduce owners’ personal liability. Having an LLC is quite cost-effective. However, if it is required to close down the business, then the dissolution process should be done legally. This article shared the general steps. Let us know if you have any queries.

How to Dissolve an LLC in North Dakota