How to Dissolve an LLC in North Dakota | LLC Closing Guide


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To dissolve a limited liability company one has to take up a set of required steps. In North Dakota, if you and the members of the LLC want to discontinue business, then it is necessary to dissolve their business legally to avoid any administrative and legal consequences. To dissolve an LLC in North Dakota, you are required to submit a complete Article of Dissolution to the Secretary of State. Before submitting the Article of Dissolution, one must follow the operating agreement.

North Dakota LLC Dissolution

If you have a North Dakota LLC (domestic or foreign) you must have an operating agreement. The first step towards the dissolution of North Dakota LLC is to follow the operating agreement. There are some points to be noted before proceeding with the official paperwork. At first, make sure all the members of the LLC are agreed 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. Here are the steps to address for dissolving North Dakota LLC.

How to Dissolve an LLC in North Dakota

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

Step 1: Follow Your North Dakota LLC Operating Agreement

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.

Get a Professional Agent Service

When it comes to a limited liability company dissolution, it is important to get professional help. The 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 we strongly recommend for you.

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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 account, 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 until the date you have decided for dissolution. All the taxes must be paid in advance so that you don’t face any issues in the further 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. If you want to do the accounting yourself or make accounting easy, try FreshBooks.

Tax clearance

While dissolving the North Dakota LLC, the owner does not require 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 LLC that are classified as partnerships is form 1065, and those LLC’s who have registered themselves as corporate should check IRS form 1120.

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 Dissolution. 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 file by mail, in-person drop, or/and online filing. To get the application form you need to visit the Secretary of State Website of North Dakota state.
  • You can follow the filing instruction on the official portal so that the steps for dissolution will be easier to complete.
  • In that particular SOS website, the LLC owner has to look for the Domestic LLC Articles of Dissolution page.
  • 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 their official website and make a payment.
  • It takes 3-5 business days after filing of articles of dissolution.

Mail to

Secretary of State
State of North Dakota
600 E Boulevard Ave Dept 108
Bismarck ND 58505-0500

Online FIling: North Dakota Online LLC Dissolution

Filing Fee: $20


The LLC you owned 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 that he accepts your expedited dissolutions or not.


Points to Be Noted When Dissolving North Dakota LLC

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

There are some purposes of LLC that 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 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 cost in North Dakota includes 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. The details are mentioned on the second page of the article dissolution filing form. Following are the ways to pay for the dissolution,

  • You can select a payment pick-up option.
  • There is an option of 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 state will make.

After Dissolving Your LLC

After you formally dissolve your LLC, your business name will not be reserved anymore. Any other business entity will be eligible to use your North Dakota LLC name immediately after 120 days of dissolving your LLC. On the other hand, if you have a foreign LLC in other states, then you must comply with the SOS of the state after the dissolution of your LLC in North Dakota. A registered agent can help you do the needful.

Reasons Behind Dissolving North Dakota LLC

Dissolving a business in North Dakota is an essential thing. Without making a proper go at the dissolution, the company will still seem active. So if the company looks like in operation, it will be entitled to pay the dues too. There can be so many decisions that the company owners have to make. To dissolve an LLC in North Dakota is also their decision. But if they don’t do it according to the government, it will become mandatory. Here, let’s see why a company may decide to dissolve,

  • The frequent indecisiveness of the owners. 
  • The inability of the company to make better profits. 
  • The regular complaints of the clients and no action towards it. 
  • No will or money from the side of the owners to keep the company on. 
  • Death, insolvency, or insanity of a partner. 

Top Businesses in North Dakota!

According to the economy of the state, farming is the one that helps the economy a lot. There are so many different farm products related to the state, and they all induce better cash receipts. It is all about which industry is good to start an LLC in North Dakota and how. So, let’s check some of the main sectors of the state here, check them in the following points,

  1. Finance industry: The banking and the insurance industries are the ones that are making the state a better one. With the help of these businesses, everyone can get finance and more jobs too. The sector also made a considerable contribution to the economy. The amount that GDP got from this sector turned out to be $7.84 billion.
  2. Mining industry: The most valuable sector in the economy of North Dakota is this specific one. There are things like coal and petroleum gas that are providing stability to the economy. Other mined products like sand, gravel provide the most income to the state. It induced the amount of $7.27 billion for the contribution to the GDP.
  3. Government enterprises: We all need some services, and there is no better place than public companies. These sectors can provide economic strength to the state and also contribute a lot. People not only get better and free services, but they also get growth. The total amount of $5.5 billion was also contributed to the state GDP from this sector.

North Dakota LLC Dissolution Review

Time needed: 5 minutes.

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 detail.

  1. 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.

  2. Close All Tax Accounts

    Make sure you close all your tax accounts to avoid incurring further costs.

  3. File Articles of Dissolution

    File the article of dissolution to make it known to the state where your LLC operates is that you are indeed no longer in business.

What is the Cost to Dissolve an LLC in North Dakota

To dissolve an LLC in North Dakota you need to file the Articles of Dissolution and Termination with the North Dakota Secretary of State online by paying a filing fee of $20.

If you’re a North Dakota business owner and you want to dissolve your LLC, you’ll need to follow a few steps. The process can take several weeks to complete. It will require you to file the required paperwork and submit payment for any taxes or fines that are owed. There are a few different options to consider, however.

One option is to file Articles of Dissolution with the state’s Secretary of State. This document is used to officially dissolve an LLC. You can either file online or by mail. Both methods require you to provide information about the LLC, including its name and federal ID number. Whether you file online or by mail, you’ll need to provide a fee. A $20 Certificate of Good Standing will help you get the process started.

Another option is to write a Notice of Intent to Dissolve. Whether you file online or by mail, the form requires you to provide your LLC’s name, address, and signature of its registered agent. Once you have submitted the forms, you’ll receive a confirmation letter from the Secretary of State.

Besides filing the necessary papers, you’ll need to notify the relevant authorities of the dissolution. You’ll also need to cancel your business licenses. By doing this, you’ll protect your reputation and avoid any financial problems down the road.

You may also need to close tax accounts. These accounts are maintained by various departments of the state government. To do this, you’ll need to contact the appropriate agency and request a clearance certificate. Upon receiving the certificate, you’ll no longer be able to open or use a business account with them. Depending on the state’s regulations, you may need to file an additional form or pay a fine.

Before you can file the dissolution paperwork, you’ll need to make sure that all taxes are paid. You can use a money order, check, or credit card. Be aware that failure to pay your taxes could cause a personal liability if you’re a member of an LLC.

Ultimately, the cost to dissolve an LLC in North Dakota depends on the type of business you’re running, how you’re filing the papers, and whether you choose to do it yourself or hire a professional. Regardless of your situation, the process can take up to a month, depending on the amount of work the secretary of state has to do.

Finally, you’ll need to fill out the final state income tax returns. This is especially important if your business is based in North Dakota. However, if you’re operating in another state, you can still do this.

After you’ve completed the necessary steps, you’ll be ready to dissolve your LLC. You’ll need to make certain you’ve paid off all your liabilities and taxes before the business closes. Lastly, you’ll need to notify both the IRS and the state’s tax agencies that you’re closing the business. While this can be a tedious and time-consuming process, the outcome is worth it when you’re finally able to shut down your LLC and put it out of its misery.

F.A.Qs

Is there any filing fee the LLC owner has to pay for dissolving their LLC?

Yes, in North Dakota, there is a fee of $20 to be paid for filing the Articles of Dissolution. Articles of Dissolution must be submitted to the North Dakota SOS.

Is the revenue department clearance required for dissolution?

No, there is no requirement of revenue department clearance till the time the SOS of North Dakota accepts the dissolution form.

Can someone else take the name I use for my LLC?

The name will also get deregistered with the dissolution of the LLC. But the name will not be allotted for the next 120 days. After that, if some business wants to name their LLC after the name chosen by you, then it is their choice.

Are there any financial penalties if I don’t dissolve my LLC legally and miss the reports?

If you have not dissolved your LLC, you are liable for business privilege tax, and if it is not paid on time, you are leveraged with 10% of the amount of tax or $50. After that, the additional penalties will increase by $1 per month. If it goes unpaid for a longer duration, then the chances of seizing your property can also recover the tax.

Are there any fees for the probate judge who is taking the dissolution decisions?

Yes, if you are dissolving your LLC, you have to pay some amount to the probate judge who was also present during your LLC formation in the probate office. The minimum fee of the judge is $50, which can vary.

In Conclusion

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. Get a professional service to get everything done. We hope this article helps you to close your LLC in North Dakota. If you have any query do let us know in the comment box. 

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