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

How to Form an LLC: Step-by-Step

1. 1

   Vote to Dissolve

   Closing a North Dakota LLC starts inside the company. Your operating agreement controls, so apply whatever approval standard it sets, whether that is a majority of membership interests, a supermajority, or unanimous written consent. If the agreement says nothing about dissolution, get unanimous written consent from every member. That costs nothing and closes off any later argument about who was authorized to wind the company down. Put the decision in a signed resolution stating the date members approved dissolution and the date you intend the dissolution to take effect. The Secretary of State does not collect that resolution, but banks, landlords, and anyone buying your equipment routinely ask to see it before they will deal with you.

   Pro tip: Write the intended effective date into the resolution itself. Amending a signed resolution later because the timing slipped is more work than agreeing on the date once, up front.
2. 2

   File Articles of Dissolution and Termination (Limited Liability Company) with the North Dakota Secretary of State

   North Dakota LLC dissolution runs under NDCC chapter 10-32.1, the North Dakota Uniform Limited Liability Company Act. Under 10-32.1-51 a dissolved LLC winds up its activities and ultimately files Articles of Dissolution and Termination stating that the company is terminated. The Secretary of State's fee schedule lists dissolution and termination for a domestic entity at $20, the same $20 that applies to a foreign LLC withdrawal. File it online through the FirstStop portal at firststop.sos.nd.gov, which the Secretary of State's maintain-registration page directs filers to for amendments and dissolutions, or submit it by mail, fax, or in person. There is a separate optional step in 10-32.1-51: a dissolved LLC may file a Notice of Dissolution, which carries its own $10 fee. It is optional, it is not the termination filing, and it is not required to close the company. Start from https://www.sos.nd.gov/business/business-services/maintain-registration.

   Pro tip: Do not confuse the optional $10 Notice of Dissolution with the $20 Articles of Dissolution and Termination. The termination filing is the one that ends the entity, and it is the only one you have to make.
3. 3

   Notify Creditors and Settle Debts

   In North Dakota, creditor notice is a tool you may use, not a hoop you must clear before filing. Under NDCC 10-32.1-52 an LLC may notify its known claimants in a record and set a deadline no less than 120 days after the claimant receives the notice. That 120 days is the notice period the statute names. If you reject a claim, the claimant is barred unless a proceeding starts within 90 days of the rejection notice. Under NDCC 10-32.1-53 publication of a dissolution notice in a newspaper of general circulation is likewise optional, and its only effect is to bar unknown or other claims unless an action begins within five years after publication. North Dakota imposes no publication requirement for dissolution, so no newspaper needs to be paid before you file.

   Pro tip: Send known-claimant notices in a record you can prove was delivered, and calendar the deadline the day it goes out. A notice period you cannot document is a notice period a claimant will dispute.
4. 4

   Close North Dakota State Tax Accounts

   File final state returns for every tax the LLC was registered for, then close the accounts so the state stops expecting periodic filings from a company that no longer trades. For most small LLCs that means sales and use tax if you collected it and employer withholding if you had payroll, plus any industry-specific registration. Mark each return final and confirm the registration is closed rather than simply going quiet, because dormant accounts generate delinquency notices for years. Be clear on one point that is widely misreported. North Dakota does not require a tax clearance certificate or a certificate of good standing to file Articles of Dissolution and Termination. There is no statutory clearance gate on the dissolution filing. Paying what you owe is still non-negotiable, and unpaid tax survives the dissolution, but no clearance letter stands between you and the $20 filing.

   Pro tip: Ask your accountant to list every state registration tied to your EIN before you close the bank account. It is much easier to pay a final assessment while the business account is still open.
5. 5

   Deactivate Your EIN with the IRS

   The IRS cannot cancel an EIN, but it can deactivate it once any outstanding returns are filed and taxes owed are paid. See the FAQ below for the letter and mailing addresses. File the final federal return first or at the same time. A multi-member LLC taxed as a partnership files Form 1065 with the final return box checked and issues final K-1s to members. An LLC taxed as a corporation files Form 1120 or 1120-S the same way. A single-member LLC with no corporate election reports its final year on the owner's personal return.

   Pro tip: Send the deactivation letter certified and keep the receipt.
6. 6

   Distribute Remaining Assets to Members

   Members are paid last, after creditors. Settle or make provision for the LLC's debts and obligations, then distribute what remains according to the operating agreement, which typically keys distributions to ownership percentages or capital account balances. When a member takes property instead of cash, get it valued before it changes hands, because the distribution is measured at fair market value and both the member and the company need a defensible number at tax time. Document each distribution with a signed receipt showing the recipient, the date, the property or amount, and the value assigned. If a contingent claim, a warranty, or an unexpired lease is still hanging over the company, hold back a reserve rather than emptying the account.

   Pro tip: Make one clean distribution once the debts are settled instead of drawing money out along the way. Distributions taken mid-winding-up are the ones that get clawed back when a late claim lands.
7. 7

   Confirm Dissolution is Complete

   After you file, check the company's record through the Secretary of State's business search and confirm that the dissolution and termination is reflected. North Dakota does not publish a standard processing time on its primary business pages, so the entity record is your status indicator rather than a promised turnaround date. If you filed through FirstStop, save the portal confirmation as well. Then build one closing file: the accepted Articles of Dissolution and Termination, the members' resolution, any known-claimant notices you sent and the deliveries you can prove, final federal and state returns, the EIN deactivation letter with its certified mail receipt, and the asset distribution receipts. Keep it together and keep it findable, because the questions that arrive years later come from taxing agencies and former members who want documents, not explanations.

   Pro tip: Download the filed document itself from the entity record instead of trusting a bookmark. State portals get restructured, and a dead link is not evidence that you dissolved.

Winding-Up Checklist

• Cancel all North Dakota business licenses and permits

  Go agency by agency: city and county permits, alcohol or food service licenses, contractor registrations, and any professional license held in the company name. Terminating the entity with the Secretary of State does not tell those agencies anything, and unrenewed permits can still generate fees.

• Close business bank accounts

  Keep the account open until the final checks clear, the last tax payments settle, and any card processor reserve is released, then close it in writing and keep the closing statement. Shutting it too early strands refunds and chargebacks with nowhere to land.

• Cancel business insurance policies

  Cancel liability, property, vehicle, and workers compensation coverage effective on or after the day operations stop, and ask each carrier about prorated refunds. For claims-made coverage such as professional liability, price tail coverage before canceling, since claims can surface long after closing.

• Notify vendors, suppliers, and customers in writing

  Send a short written notice with the closing date, a deadline for final invoices, and a person who will still be reading mail after the doors shut. That written record is what stops an auto-renewing contract from quietly rolling over.

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

  File final federal and state payroll returns marked final, deposit the last withholding, and get W-2s to employees by the usual January deadline for the year the wages were paid. Trust fund payroll taxes are the category where responsible individuals can be pursued personally, so clear them first.

• Retain business records per North Dakota retention requirements

  Hold on to the filed Articles of Dissolution and Termination, the resolution, final returns, creditor correspondence, and distribution records well beyond the closing date. The data verified for this page does not set a North Dakota retention period for dissolved LLCs, so follow IRS record retention guidance and your accountant's advice.