How to Dissolve an LLC in North Dakota: Complete 2026 Guide

How to Form an LLC: Step-by-Step

1. 1

   Vote to Dissolve

   Before dissolving your North Dakota LLC, you must obtain proper authorization from the members. Check your operating agreement for specific voting requirements - some require unanimous consent while others allow dissolution with a majority vote. If you don't have an operating agreement, North Dakota follows the Revised Uniform Limited Liability Company Act, which typically requires consent from members holding a majority of membership interests. Document this decision in writing with meeting minutes or a written consent resolution.

   Pro tip: Keep detailed records of the dissolution vote, including the date, voting results, and any conditions discussed. This documentation protects you legally and may be required by creditors or during asset distribution.
2. 2

   File Articles of Dissolution with the North Dakota Secretary of State

   Submit the Articles of Dissolution form to the North Dakota Secretary of State along with the $30 filing fee. You can file online at https://sos.nd.gov or submit by mail. The form requires basic information about your LLC including its name, date of dissolution, and a statement that all debts and obligations have been paid or adequately provided for. Processing time varies depending on the method of filing and current workload at the Secretary of State's office.

   Pro tip: File online when possible for faster processing and immediate confirmation. Keep multiple copies of your filed Articles of Dissolution as proof of your LLC's dissolved status for banks, creditors, and tax authorities.
3. 3

   Notify Creditors and Settle Debts

   North Dakota law requires you to notify known creditors of your LLC's dissolution, with notice periods that vary by state statute. Send written notice to all creditors including suppliers, lenders, landlords, and service providers. The notice should state your LLC is dissolving and provide information about submitting claims. You must settle all legitimate debts and obligations before distributing assets to members. Unknown creditors can be protected through statutory notice procedures.

   Pro tip: Create a comprehensive creditor list and track all notifications sent. Consider requiring creditors to submit written claims by a specific deadline to streamline the debt settlement process.
4. 4

   Close North Dakota State Tax Accounts

   File your final North Dakota state tax returns and close all state tax accounts. This includes sales tax, withholding tax, and any other state tax obligations. Contact the North Dakota State Tax Department to ensure all returns are filed and taxes paid through the dissolution date. While North Dakota doesn't require a specific tax clearance certificate for dissolution, you should obtain written confirmation that all tax obligations are satisfied.

   Pro tip: File final tax returns even if you haven't had recent activity. This prevents future tax notices and ensures your LLC's tax obligations are completely resolved.
5. 5

   Cancel Your EIN with the IRS

   Notify the IRS that your LLC is dissolved by sending a letter to the IRS Cincinnati office. The letter should include your LLC's name, EIN, dissolution date, and a statement that the business is permanently closed. While you can't technically 'cancel' an EIN, this notification prevents the IRS from expecting future tax returns. File your final federal tax return (Form 1065 for partnerships or appropriate form for your tax election) marked as 'FINAL RETURN.'

   Pro tip: Send your IRS notification letter via certified mail to create a paper trail. Keep the certified mail receipt with your dissolution records as proof you properly notified the IRS.
6. 6

   Distribute Remaining Assets to Members

   After paying all debts and obligations, distribute remaining LLC assets to members according to your operating agreement or North Dakota law. The distribution order is: first to creditors and debt obligations, then to members for any unpaid distributions, and finally to members according to their ownership percentages. Document all asset distributions with proper receipts and transfer documents. Convert non-cash assets to cash when possible to simplify distribution.

   Pro tip: Get written receipts from each member acknowledging their final distribution. This protects against future claims that someone didn't receive their proper share of LLC assets.
7. 7

   Confirm Dissolution is Complete

   Verify your North Dakota LLC dissolution is officially complete by checking with the Secretary of State that your Articles of Dissolution have been processed and accepted. Your LLC should now show a 'dissolved' status in the state's business entity database. Gather all dissolution documents including filed Articles, tax clearance confirmations, creditor notifications, and asset distribution records. Store these documents safely as they may be needed for future reference or if any post-dissolution issues arise.

   Pro tip: Create a dissolution file containing all related documents and store it for at least seven years. This complete record helps resolve any future questions about your LLC's proper dissolution.

Winding-Up Checklist

• Cancel all North Dakota business licenses and permits

  Contact each licensing agency to formally cancel your business licenses and permits. This prevents unnecessary renewal fees and ensures you're not held liable for inactive license requirements.

• Close business bank accounts

  Close all LLC bank accounts after final transactions are complete and provide your bank with a copy of the dissolution documents. Withdraw any remaining funds for distribution to members.

• Cancel business insurance policies

  Cancel all business insurance policies including general liability, property, and workers' compensation coverage. You may be entitled to a refund for unused premium periods.

• Notify vendors, suppliers, and customers in writing

  Send written notice to all business contacts informing them of your dissolution and providing instructions for final transactions or outstanding obligations. This helps prevent future confusion and liability issues.

• File final payroll tax returns and W-2s (if you had employees)

  Complete all final payroll obligations including state and federal payroll tax returns, unemployment insurance reports, and employee W-2 forms. Notify your payroll processor of the business closure.

• Retain business records per North Dakota retention requirements

  Keep important business records including tax returns, financial statements, and legal documents for the required retention period (typically 7 years for tax records). Store them securely but accessibly.