How to Dissolve an LLC in North Dakota - 2024 Guide

How to Dissolve (Close) an LLC in North Dakota

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Carolyn Young has over 25 years of experience in business in various roles, including bank management, marketing management, and business education.

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For over 15 years, Sarah Ruddle has been a noteworthy leader in the business and nonprofit world.

How to Dissolve (Close) an LLC in North Dakota

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. 


How much does it cost to dissolve an LLC in North Dakota?

The fee for filing articles of dissolution in North Dakota is $20.

How long does it take to dissolve a North Dakota LLC?

It can take up to 30 days for articles of dissolution to be processed in North Dakota.

Should I close an unused LLC in North Dakota?

If you have no plans to operate your North Dakota LLC in the future, you should dissolve the LLC. However, you’ll still be responsible for annual reporting and fee requirements if you don’t.

What happens if I don't dissolve my LLC in North Dakota?

You will remain responsible for all your LLC’s filings and fees. If you don’t keep up with them, penalties may accrue.

What is the difference between the dissolution and termination of an LLC in North Dakota?

Dissolution begins with the triggering event, such as a vote of members per the operating agreement. Termination is when all LLC activities stop, including winding up affairs and filing dissolution paperwork with the state. The filing of those documents finally terminates the North Dakota LLC.