How to Dissolve (Close) an LLC in North Dakota

If you have a limited liability company (LLC) in North Dakota, you may need to shut down the business at some point. On the other hand, maybe you’ve started another company or decided to relocate to another state — whatever the reason, you’ll need to follow the somewhat complicated LLC dissolution process. 

If done incorrectly, you’ll still be responsible for annual reports and fees and could face additional penalties. But, lucky for you, this handy guide explains how to dissolve an LLC in North Dakota. 

Properly shutting down an LLC involves several crucial steps, as detailed below.  

1. Vote for Dissolution

LLC owners must vote to dissolve the LLC. Hopefully, you have an operating agreement that details the process. If not, North Dakota law requires the consent of all members or a court order at the application of one of the members. Once this occurs, you’ll need to draft a resolution to dissolve the LLC. 

2. Cancel Business Licenses and Permits

If you were required to get licenses and permits for your business, you’d need to contact the issuing agencies to cancel them so that you’re not charged renewal fees. If you have any outstanding fees, you’ll likely need to pay them before you are allowed to cancel.

3. Notify Creditors

If you owe money to any creditors, you’ll need to notify them in writing of the dissolution and give them detailed instructions on filing any claims for the outstanding debt. In North Dakota, claims must be filed by the deadline specified in the notice, which must be at least 120 days from receipt of the notice. 

In North Dakota, this must be done before you formally dissolve your LLC with the state.

4. Notify Tax Departments

Notify any relevant tax authorities of the dissolution and pay any outstanding taxes due.

5. Cancel Contracts and Settle Financial Obligations

If you have contracts with vendors, lessors, or any other outstanding financial obligations, you’ll need to ensure all your obligations are fulfilled and all contracts are canceled. 

6. Distribute Assets to Members

If the LLC has any assets remaining in any form after all financial obligations have been settled, they must be distributed to members based on LLC ownership percentages. If the assets are equipment, property, or other non-cash assets, they’ll need to be sold first so distributions can be made in cash. 

7. File the Dissolution Papers with North Dakota

In North Dakota, the process to officially dissolve your LLC is to file articles of dissolution, which you can do on the Secretary of State’s website by selecting “terminate a business” and searching for your business record.

There are two different forms you might file. First, if all your debts are paid, you’ll file articles of dissolution by organizers. 

If you have unpaid debts, you must file articles of dissolution by members. You must also file a notice of dissolution, which must be published once a week in a news publication in the county in which the LLC is located.

Alternatively, you can download the articles of dissolution by organizers form and file them by mail. 

The mailing address is:

Secretary of State
State of North Dakota
600 East Boulevard Avenue Department 108
Bismark, North Dakota 58505 – 0500

Mail filing is not available for articles of dissolution by members. If you have questions, contact the Secretary of State’s office at 701-328-2904.

The fee for filing the dissolution papers in North Dakota is $20.

In Closing

Regardless of the reason, LLC dissolution must be done right to avoid legal issues and financial penalties. Therefore, it’s highly recommended that you employ the services of an attorney to ensure everything is done correctly and all bases are covered.