Dissolve a North Dakota LLC or corporation

File with the North Dakota Secretary of State. Ask the North Dakota Office of State Tax Commissioner about tax clearance first.

The catch

A corporation that has issued shares files a notice of intent to dissolve before the articles. An LLC files one document.

How to close a company in North Dakota

  1. Ask the tax agency

    We found no official page that says if clearance is required.

  2. Wind up the business

    Hold the vote your governing documents and North Dakota law require. Pay or set aside what you owe, in the order your lawyer advises.

  3. File with the North Dakota Secretary of State

    LLC: Articles of dissolution and termination, $20 (needs a second look). corporation: Articles of dissolution, $20 (needs a second look).

  4. Pick how to file

    Online. No fixed time is published.

  5. Check your records

    Before you close accounts or delete Slack, work out what you must keep and whether a buyer may want it.

What we found so far, with sources

North Dakota dissolution facts, each with a link to its source
FactWhat we foundSource
Filing office

North Dakota Secretary of State, 701-328-2900

North Dakota Secretary of State
corporation: vote to dissolve

Notice of intent to dissolve (business, professional or farm corporation)

Fee: $10 (needs a second look). The Secretary of State lists intent to dissolve (domestic, if shares have been issued) at $10. N.D.C.C. 10-19.1-147 sets the same fee.

Full notes

How to file: Business filings go through the FirstStop Portal. The dissolution section of the Maintain Registration page names no method, so paper filing is unconfirmed.

North Dakota Secretary of Statendlegis.gov
corporation: dissolve

Articles of dissolution (business, professional or farm corporation)

Fee: $20 (needs a second look). Listed at $20 (domestic), matching N.D.C.C. 10-19.1-147. A corporation that never issued shares files articles directly (10-19.1-106).

Full notes

How to file: Business filings go through the FirstStop Portal. The dissolution section of the Maintain Registration page names no method, so paper filing is unconfirmed.

North Dakota Secretary of Statendlegis.gov
LLC: dissolve

Articles of dissolution and termination (business, professional or farm LLC)

Fee: $20 (needs a second look). The LLC page lists dissolution or termination (domestic) at $20. N.D.C.C. 10-32.1-92 sets $20, plus $10 for an optional notice of dissolution.

Full notes

How to file: Business filings go through the FirstStop Portal. The dissolution section of the Maintain Registration page names no method, so paper filing is unconfirmed.

North Dakota Secretary of Statendlegis.gov
Tax clearance

Not confirmed. North Dakota Office of State Tax Commissioner.

North Dakota Office of State Tax Commissionerndlegis.govndlegis.gov
Before you file
  • Corporation with issued shares: shareholders approve, then file the notice of intent to dissolve before the articles of dissolution
  • Corporation: articles of dissolution state that debts are paid or provided for, assets are distributed and no proceedings are pending
Full notes
  • Close the income tax withholding account with the Tax Commissioner if you ever had employees
  • File the final withholding forms for the year the account closes
North Dakota Office of State Tax Commissioner
Telling creditors

A corporation may give notice to creditors and claimants after filing its notice of intent to dissolve (N.D.C.C. 10-19.1-110). Without notice, it waits until known claims are paid or two years pass.

North Dakota Secretary of State
How long it takes

Varies. No fixed time is published.

North Dakota Secretary of State
Other tax stops
  • North Dakota Office of State Tax Commissioner: Close the income tax withholding account (TAP, letter, taxregistration@nd.gov or final Form 306)
North Dakota Office of State Tax Commissioner

Fees and form numbers change, so check the source before you file.

A checklist can keep you from forgetting things. It cannot tell you what your state requires today. Have your lawyer or CPA look at it before you rely on it. Vaultfish helps you run the process. We are not lawyers and this is not legal advice. If you need counsel who knows this area, we can point you to one. Ask for a referral

Questions people ask

How much does it cost to close a North Dakota LLC or corporation?

LLC (Articles of dissolution and termination): $20 (needs a second look). corporation (Articles of dissolution): $20 (needs a second look). Fees change, so check the source link before you pay.

Do I need tax clearance to close a North Dakota company?

We did not find an official page that says either way. Ask the North Dakota Office of State Tax Commissioner before you file.

Where do I file in North Dakota?

File with the North Dakota Secretary of State. You can file online.

How long does it take to close a company in North Dakota?

North Dakota publishes no fixed processing time that we could find.

What happens to my Slack, email and CRM when I close?

Closing the company does not decide what happens to your records. Keep what tax and payroll rules ask for. The IRS gives retention periods on its site. Then check what the rest could be worth before you delete it.

Is this legal advice?

No. We read the state pages so you don't have to, then link to them so you can check our work. Have your lawyer or CPA read it too. They like that.