To file articles of dissolution in North Carolina online, sign in to the Secretary of State’s filing portal, upload a completed and signed PDF of Form B-06 (for a business corporation) or Form L-07 (for an LLC), and pay the $30 filing fee by credit card or ACH. The upload itself takes about 15 minutes once your form is ready. Standard electronic filings usually process within three to five business days.
Approve the Dissolution Internally First
The form asks you to certify that your entity authorized the dissolution before you filed, so handle that step first and document it.
For a corporation, the board adopts a resolution to dissolve and the shareholders then approve it. The articles of dissolution must include the date of that authorization and a statement that shareholder approval was obtained as required by North Carolina law.1North Carolina General Assembly. North Carolina General Statutes 55-14-03 – Articles of Dissolution If your bylaws create multiple classes of shares or special voting rules, those govern the vote count.
For an LLC, your operating agreement controls who votes and by what percentage. If it says nothing about dissolution, get every member’s written consent and keep it in your records. Either way, put the authorization in meeting minutes or a written consent, because you’ll cite it on the form.
Complete the Correct Dissolution Form
North Carolina uses separate forms by entity type, both available as downloadable PDFs from the Secretary of State.
Corporations file Form B-06, Articles of Dissolution, which follows NCGS 55-14-03.2State of North Carolina Department of the Secretary of State. Articles of Dissolution by Board of Directors and Shareholders Business Corporation (Form B-06) LLCs file Form L-07, Articles of Dissolution.
The corporate form asks for:1North Carolina General Assembly. North Carolina General Statutes 55-14-03 – Articles of Dissolution
- The exact legal name of the corporation as filed with the Secretary of State. Confirm it using the state’s online business search, which also shows your Secretary of State ID (SOSID).
- Names and addresses of all current officers and directors.
- The date the dissolution was authorized.
- A statement that shareholders approved the dissolution as required by Chapter 55.
The LLC form collects similar information but asks how dissolution was authorized under the operating agreement rather than referencing a shareholder vote. Both forms let you specify a future effective date. Leave that blank and dissolution takes effect when the state processes the filing.
An authorized signer completes the form. For a corporation, that’s usually an officer; for an LLC, a manager or member. The signature certifies the information is accurate and that the entity followed its own internal procedures.
Upload and Pay Through the Secretary of State Portal
The Secretary of State’s online portal handles the whole submission. First-time users create a filer account with contact information and login credentials; that account becomes your dashboard for tracking submissions.
Once signed in, go to the document upload section and select Articles of Dissolution as the filing type. That routes the paperwork to the right review queue. Upload the completed PDF. Make sure the file is legible, especially if you printed, signed, and scanned it. Blurry or cropped scans are a common cause of processing delays.
Payment happens at the end of the upload. The portal accepts credit cards and ACH bank transfers, with a small convenience fee of roughly one to two dollars on top of the filing fee. When payment clears, you’ll see a confirmation screen with a tracking number. Download that receipt right away. It’s your proof of submission and your reference for checking status.
Filing Fee and Expedited Options
The standard filing fee is $30 for both business corporations and LLCs.2State of North Carolina Department of the Secretary of State. Articles of Dissolution by Board of Directors and Shareholders Business Corporation (Form B-06)3North Carolina General Assembly. North Carolina General Statutes 57D-1-22 – Filing, Service, and Copying Fees
If you need faster turnaround, the Secretary of State offers two expedited tiers on top of the $30:
- Same-day processing: $200 extra, for documents received in proper form by noon Eastern Time.
- 24-hour processing: $100 extra, excluding weekends and holidays.
Expedited service is worth paying for when you’re dissolving to meet a deal deadline or trying to cut off liability exposure by a specific date. For routine dissolutions, standard processing is fast enough.
Processing Time and What You Receive
Standard electronic filings typically process in three to five business days. End-of-year volume can slow things down. The state notifies you of the outcome by email and through your filer account.
If the filing is accepted, the state issues a Certificate of Dissolution along with a file-stamped copy of your articles. Those two documents are your legal proof the entity has been formally dissolved. Keep them permanently. The public business database also updates to show the entity as dissolved, which puts third parties on notice.
If there’s a problem, you’ll get a rejection notice explaining what to fix. The usual culprits are a name mismatch with the state’s records, a missing SOSID, or an unsigned form. Correct the document and resubmit through the same portal; you won’t pay the filing fee again for a resubmission of the same document.
A corporation is officially dissolved on the effective date stated in its articles.1North Carolina General Assembly. North Carolina General Statutes 55-14-03 – Articles of Dissolution That date starts the clock on creditor notification deadlines and determines when the entity loses authority to conduct regular business.
What the Online Filing Does Not End
Uploading the articles is the state-side event. It does not, on its own, close out the business. A few obligations continue and, if ignored, can undo the protection dissolution is supposed to provide.
A dissolved corporation continues to exist for the limited purpose of winding up. During that period it can collect receivables, sell assets, pay creditors, and distribute what’s left. It cannot carry on regular business operations.4North Carolina General Assembly. North Carolina General Statutes 55-14-05 – Effect of Dissolution For an LLC, managers (or, if none, a person appointed by the holder of the last member’s interest) handle the same steps under Chapter 57D.5North Carolina General Assembly. North Carolina General Statutes 57D-6-07 – Winding Up Pay creditors before distributing anything to owners. Distributions made ahead of creditor claims can be clawed back from the owners who received them.
North Carolina also has a statutory process for cutting off creditor claims. You send written notice to known creditors setting a deadline of at least 120 days to submit claims, and you can publish a one-time newspaper notice for unknown claimants that bars claims not sued on within five years of publication.6North Carolina General Assembly. North Carolina General Statutes 55-14-06 – Known Claims Against Dissolved Corporation7North Carolina General Assembly. North Carolina General Statutes 55-14-07 – Unknown and Certain Other Claims Against Dissolved Corporation Following that process is the single best way to limit post-dissolution liability.
One trap catches LLC owners in particular: a dissolved LLC must keep filing annual reports with the Secretary of State until a certificate of cancellation is filed.8North Carolina General Assembly. North Carolina General Statutes 57D-2-24 – Annual Report for Secretary of State Articles of dissolution alone do not end that duty. Corporations get better treatment on franchise tax: after the tax year in which articles of dissolution are filed, a dissolved corporation is generally not subject to annual franchise tax as long as its activities stay within winding up.9Legal Information Institute. 17 North Carolina Administrative Code 05B 0105
On the federal side, a corporation must file IRS Form 966 within 30 days of adopting the plan to dissolve. That clock runs from the internal vote, not from the state filing.10IRS. Form 966 Corporate Dissolution or Liquidation You’ll also file a final federal income tax return with the “final return” box checked, wrap up employment tax filings if you had employees, and send a letter to the IRS asking to close the EIN once everything is paid.11Internal Revenue Service. Closing a Business File a final North Carolina income tax return with the Department of Revenue separately; that office doesn’t hear about your dissolution just because you filed with the Secretary of State.