To dissolve an LLC in North Dakota, the members vote to end the company, wind up its affairs by paying creditors and distributing what’s left, send the required creditor notices, and file articles of dissolution and termination with the Secretary of State for a $20 fee.1North Dakota Secretary of State. Limited Liability Company (LLC) The steps are straightforward, but the creditor-notice rules have specific deadlines, and skipping them can leave members personally exposed.
Get Member Approval
North Dakota Century Code § 10-32.1-50 lists the events that trigger dissolution, including anything your operating agreement designates as a trigger. If the operating agreement sets a voting threshold or procedure for dissolution, that controls.2North Dakota Legislative Branch. North Dakota Century Code Chapter 10-32.1 – Uniform Limited Liability Company Act
If the operating agreement is silent, the default rule requires the consent of every member. That surprises owners of multi-member LLCs who assume a majority is enough. One holdout can block the process unless you seek judicial dissolution through the courts.2North Dakota Legislative Branch. North Dakota Century Code Chapter 10-32.1 – Uniform Limited Liability Company Act
Document the vote. Record the date, who voted, and the outcome. The records stay in the company’s private files, but they prove the dissolution was authorized if anyone later questions it.
Wind Up the Business
After members approve, the LLC enters winding up. It can still operate, but only to close out its affairs. Section 10-32.1-51 requires the company to pay off debts, collect what it’s owed, liquidate assets as needed, and distribute what remains to members.2North Dakota Legislative Branch. North Dakota Century Code Chapter 10-32.1 – Uniform Limited Liability Company Act
Under § 10-32.1-54, creditors are paid before members receive anything, and that includes members who are also creditors (for example, a member who loaned money to the LLC). Any surplus then goes to members under the default rule set out in the statute or the alternative rules in your operating agreement. Distributions must be in cash unless the operating agreement allows otherwise or all voting members unanimously agree to in-kind distributions.2North Dakota Legislative Branch. North Dakota Century Code Chapter 10-32.1 – Uniform Limited Liability Company Act
Notify Creditors
North Dakota has two separate notice procedures, one for creditors you know about and one for those you don’t. Following both dramatically limits your exposure to later claims.
Known Claimants
Under § 10-32.1-52, the LLC may send a written notice to each known creditor. The notice must describe the information a claim needs, give a mailing address, set a deadline for receipt at least 120 days after the creditor receives the notice, and state that any claim not received by that deadline is barred. If a creditor submits a claim and the LLC rejects it, the LLC must notify the claimant in writing that the rejection becomes final unless the claimant sues within 90 days.2North Dakota Legislative Branch. North Dakota Century Code Chapter 10-32.1 – Uniform Limited Liability Company Act
Unknown Claimants
For creditors you don’t know about, § 10-32.1-53 lets the LLC publish a notice in a newspaper of general circulation in the county where its principal office sits, or if there is none, the county of the registered office. The published notice must describe what a claim needs to contain, give a mailing address, and state that any claim is barred unless the claimant files a lawsuit within five years of publication.2North Dakota Legislative Branch. North Dakota Century Code Chapter 10-32.1 – Uniform Limited Liability Company Act
If you skip the published notice, unknown claimants aren’t barred by the five-year deadline. They can pursue members or transferees who received distributions after dissolution, up to the proportionate value of those distributions.
File With the Secretary of State
There are up to two filings, but only one is mandatory.
Notice of Dissolution (Optional)
Section 10-32.1-51 says the LLC “may” file a notice of dissolution stating the company’s name and that it is dissolved. It isn’t required, but it puts the state and the public on notice that the company is winding down and can help establish a clear timeline if disputes arise.2North Dakota Legislative Branch. North Dakota Century Code Chapter 10-32.1 – Uniform Limited Liability Company Act
Articles of Dissolution and Termination (Required)
The filing that actually ends the LLC’s legal existence is the articles of dissolution and termination, also referenced in § 10-32.1-51. It confirms the company has wound up its affairs, must include the LLC’s legal name exactly as it appears in state records, and must be signed by an authorized person, typically a manager or member.2North Dakota Legislative Branch. North Dakota Century Code Chapter 10-32.1 – Uniform Limited Liability Company Act
The filing fee is $20.1North Dakota Secretary of State. Limited Liability Company (LLC) You can submit through the Secretary of State’s FirstStop online portal, which provides immediate confirmation of receipt.3North Dakota Secretary of State. Business Services You can also mail documents to the Secretary of State at 600 E Boulevard Ave, Dept 108, Bismarck, ND 58505-0500. Online submissions generally process faster.
North Dakota has a separate form (SFN 58762) for LLCs that never accepted any contributions and have no unpaid debts. If the LLC never got off the ground, that streamlined form may be what you need. It references the older LLC statute but remains available on the Secretary of State’s website.4Secretary of State. Business/Professional/Farm Limited Liability Company Articles of Dissolution and Termination by Organizers
Close Out Federal Taxes
State filing doesn’t end your federal responsibilities. File all final tax returns. For a multi-member LLC taxed as a partnership, that’s a final Form 1065 marked as the last return. For a single-member LLC, report the final activity on your personal Schedule C. If the LLC elected corporate taxation, also file Form 966 (Corporate Dissolution or Liquidation) within 30 days of adopting the dissolution plan.5IRS.gov. Form 966 Corporate Dissolution or Liquidation
Then close the EIN account by writing to the IRS at Cincinnati, OH 45999. Include the LLC’s legal name, EIN, business address, and the reason you’re closing the account. If you still have the notice the IRS sent when it originally assigned the EIN, include a copy. The IRS won’t close the account until all returns are filed and all taxes are paid.6Internal Revenue Service. Closing a Business
Withdraw From Other States
If the LLC registered as a foreign entity anywhere else, dissolving in North Dakota alone doesn’t end your obligations there. Each state where the LLC qualified will keep expecting annual reports and registered-agent fees until you formally withdraw. Withdrawal typically involves paying any outstanding fees and taxes in that state and filing a certificate of withdrawal or cancellation. Check each state’s Secretary of State website, because forms and fees vary.
What Happens If You Skip the Filing
Some owners walk away without filing, assuming the state will eventually close the company. It will, but not the way you’d want. The Secretary of State places LLCs that miss annual reports into a delinquent status and can involuntarily terminate them roughly six to twelve months after the report becomes past due. That sounds like a solution, and it creates new problems.
While the LLC sits between active status and involuntary termination, anyone acting on the company’s behalf may face personal liability for debts incurred during that period. The LLC may also lose the ability to sue to enforce contracts or collect debts. An involuntarily dissolved LLC can also lose its name: if another business registers it while yours is dissolved, reinstatement won’t get it back, and you’ll have to pick a new one.
Reinstatement is possible, but you’ll pay all overdue annual report fees, resolve whatever triggered the dissolution, and file reinstatement paperwork. Filing the $20 dissolution voluntarily on your own timeline is cheaper and cleaner than digging out of an administrative mess later.