How to Dissolve an LLC in North Dakota

What Dissolving a North Dakota LLC Means

North Dakota separates dissolution, winding up, and termination. Under N.D.C.C. § 10-32.1-50, dissolution occurs when one of the statutory events happens. Under § 10-32.1-51, the LLC then continues only for the purpose of winding up.

The LLC’s legal existence ends at termination. The statute defines termination as occurring when Articles of Dissolution and Termination are filed with the Secretary of State (or through another statutory termination route). Do not treat an optional Notice of Dissolution as the final closing filing.

Before You File: Approve the Dissolution

Review the operating agreement first. Under § 10-32.1-50, a North Dakota LLC dissolves upon an event or circumstance stated in the operating agreement, or—under the ordinary statutory voluntary route—upon consent of all members.

Other dissolution events include a 90-consecutive-day period without members after the initial-member stage and certain court orders. Keep written consents, resolutions, or other records showing the dissolution event that actually applies.

Wind Up the North Dakota LLC

After dissolution, § 10-32.1-51 requires the company to wind up. The LLC continues only for that limited purpose.

Winding up includes discharging debts and liabilities, settling and closing company activities, marshalling and distributing assets, transferring property, resolving disputes, and completing other acts necessary to close the company.

Pay Creditors and Handle Claims Before Final Distributions

North Dakota requires the dissolved LLC to discharge debts, obligations, and other liabilities as part of winding up before distributing the remaining assets.

Sections 10-32.1-52 and 10-32.1-53 provide optional procedures for known and other claims. These can help establish claim deadlines and limit later exposure, but they are not presented as a universal prerequisite to file Articles of Dissolution and Termination.

File the North Dakota Dissolution and Termination Records

During winding up, § 10-32.1-51 allows the LLC to file a Notice of Dissolution. Under § 10-32.1-92, the fee for that optional notice is $10.

When winding up is complete, file Articles of Dissolution and Termination. The current Secretary of State fee for domestic LLC dissolution/termination is $20. North Dakota’s Secretary of State directs business filings through its business-services / FirstStop workflow.

Close North Dakota Tax and Employer Accounts Separately

The Secretary of State termination filing does not automatically close every North Dakota tax account. Close only the accounts the business actually had and file all required final returns.

For income-tax withholding, the Office of State Tax Commissioner says an employer that stops conducting business in North Dakota or permanently stops paying covered wages must notify the Tax Commissioner to close the withholding account. This can be done on the final Form 306/Form 307 process, through ND TAP, by letter, or by email; annual Form 307 and applicable W-2/1099 reporting remain due for the closing year.

If the LLC had employees, Job Service North Dakota uses Business Termination/Inactivation Notice (SFN 51704) for an employer that is out of business or no longer hiring workers. UI liability is not automatically terminated merely because the LLC filed with the Secretary of State.

What Happens After North Dakota Files the Termination

Once the Articles of Dissolution and Termination become effective, the LLC’s existence as a legal entity ends. Under the general filing rule in § 10-32.1-86, a filed record is effective on the filing date unless it specifies a permitted delayed effective date, which may be no later than 90 days after filing.

Keep the filed termination record, dissolution approvals, creditor records, final tax filings, UI closure records, and final accounting records with the company’s permanent files.

Close the Remaining Business Accounts

• North Dakota Tax Commissioner: close applicable tax accounts and file all final returns.
• Withholding: mark the final Form 306/307 process and complete W-2/1099 reporting as required.
• Job Service North Dakota: submit SFN 51704 if the employer account should be terminated or inactivated.
• Licenses and permits: cancel state, local, professional, and industry registrations separately.
• Banking and contracts: settle remaining obligations and close accounts after liabilities clear.
• EIN: close the IRS business account after all required federal returns are filed.

Common North Dakota LLC Dissolution Mistakes

• Treating the optional Notice of Dissolution as the final termination filing.
• Using a majority-vote assumption instead of North Dakota’s default all-member consent rule or the actual operating-agreement event.
• Filing termination before winding up and liabilities are addressed.
• Forgetting that the optional Notice of Dissolution has a separate $10 fee while final Articles cost $20.
• Assuming the SOS filing automatically closes tax, withholding, unemployment, license, permit, or federal accounts.
• Stopping employer filings before Job Service North Dakota or the Tax Commissioner account is properly closed.

About the Author

Ahmad Adil

Ahmad Adil is the founder and CEO of LLC School. Use the official filing and tax-account sources linked in this guide for your LLC’s closeout. Requirements depend on the entity’s status and circumstances.

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