How to Dissolve an LLC in North Dakota (2026)

Published by Jon Morgan | Co-Founder & Chief Editor

Last updated: August 30, 2026

FACT CHECKED by Jon Tobin, Business Attorney

Methodology
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You dissolve a North Dakota LLC by filing the Articles of Dissolution and Termination. The Secretary of State charges a $20 fee. North Dakota doesn't require a tax clearance certificate before you dissolve.

This guide covers members who vote to close a domestic North Dakota LLC. If your LLC formed in another state and just registered here, you'll file a Withdrawal instead. That's a different form, covered in the FAQ below.

Quick Summary

North Dakota LLC Dissolution Quick Reference

Use this table to see the exact filing and fee. It also shows the state's default rules and where to send correspondence.

How to dissolve an LLC in North Dakota: 6 steps

Follow the six steps below in order. Start with the vote and end with closing your accounts, so nothing gets skipped. For the general dissolution process, see how to dissolve an LLC.

Step 1: Vote to Dissolve the LLC

Check your operating agreement first. It may set its own vote threshold or trigger event for dissolution. If it stays silent, North Dakota's default rule applies. Every member must consent before the company dissolves [1].

Hold a members' meeting and record the vote in your minutes. You'll need that record when you file with the North Dakota Secretary of State.

Step 2: Notify Creditors of the Dissolution

Notify known creditors before you distribute any assets. North Dakota's LLC Act sets a 120-day minimum. Give each creditor that much time. They must get the notice first. Then they can submit a claim.

If you reject a claim, send the claimant written notice of the rejection. Their claim is barred unless they sue within 90 days after that notice.

For creditors you don't know about, publish a notice once in a local newspaper. Use the county where your LLC's main office sits. That starts a five-year deadline on any unresolved claim.

Step 3: File Final Tax Returns

File a final state and federal tax return once you stop operating. North Dakota's Office of State Tax Commissioner doesn't require a tax clearance certificate. Your LLC can dissolve without one.

If your LLC collected sales tax, close that account through ND TAP. Mark your last return as final. Do the same for any withholding account tied to employees.

Step 4: File the Articles of Dissolution and Termination

File the Articles of Dissolution and Termination once your vote and creditor notices are done. Send it to the North Dakota Secretary of State. The filing fee is $20.

The form doesn't need notarization, and North Dakota doesn't publish a short-form version, so every domestic LLC files the same paperwork.

North Dakota doesn't confirm whether you can file this online through the FirstStop Portal. Online filing isn't tied to specific counties or entity types either. Mailing or delivering the form in person is the confirmed option.

The Secretary of State doesn't publish a standard turnaround time for this filing. There's no expedited option either. Build some wait into your plan once you submit it.

The Secretary of State's office is at 600 E Boulevard Ave, Dept 108, Bismarck, ND 58505, if you need to send correspondence or visit in person.

Step 5: Distribute Remaining Assets

Pay off creditors first, including any member the LLC owes money to. North Dakota's LLC Act puts creditor claims ahead of member payouts. That's the order for winding up.

Once creditors are paid, return each member's unreturned contributions. Then split what's left. Any surplus splits equally among members if your LLC formed before August 2017. LLCs formed later split by contribution share instead. Your operating agreement can set a different split.

Step 6: Close Accounts and Cancel Licenses and Permits

Close your business bank accounts and cancel any local licenses or permits tied to the LLC. Your bank will likely ask for proof of the filed dissolution paperwork before it closes the account.

If your LLC collected sales tax, cancel that permit through the state's online tax portal once your final return is filed. Local business licenses and city permits are separate from your state filings. Cancel each one directly with the issuing city or county office.

What Happens If You Do Not Formally Dissolve an LLC in North Dakota

Skipping the paperwork doesn't end your duties. If you miss North Dakota's LLC annual report, the Secretary of State places your LLC in Not Good Standing [2].

Typically, the state terminates the LLC once the annual report is 6 to 12 months overdue. Separately, you have up to a year to reinstate before that becomes final. Formally dissolving avoids that risk, plus the extra annual-report fees along the way.

FAQs

References:

1. https://ndlegis.gov/cencode/t10c32-1.pdf
2. https://www.sos.nd.gov/business/business-services/maintain-registration