How do you dissolve a North Dakota limited liability company?
There are two filing options when you dissolve your North Dakota LLC. You can file either the Articles of Dissolution by Organizers or the Articles of Dissolution by Members.
The Articles of Dissolution by Organizers does not require the filing of a Notice of Dissolution with the North Dakota Secretary of State (SOS). Use this form only if your LLC never accepted any contributions and has no unpaid debt.
If your LLC did accept contributions or incurred debt, you will file the Articles of Dissolution by Members. First you must submit Notice of Dissolution to the North Dakota SOS. After filing the notice, a North Dakota limited liability company may choose to notify its creditors and claimants or it may choose not to notify.
If an LLC chooses to give notice of dissolution, it must publish the notice once per week for four weeks in an official newspaper in the county or counties where the registered office and principal office of the LLC are located AND give written notice to known creditors and claimants. The LLC may then file the Articles of Dissolution if 90 days have elapsed since notice was given and 180 days have passed since the LLC filed Notice to Dissolve.
If the LLC chooses not to give notice, it may file the articles of dissolution with the SOS after payment of all claims has been made or provided for OR two years have passed since filing the notice of dissolution.
North Dakota allows filing in person, by mail, or by fax. The dissolution forms include a credit card payment authorization section that must be completed if you are paying by credit card. North Dakota SOS accepts VISA, Master Card, or Discover. The SOS accepts only credit card payment when fax filing, otherwise, you may pay by check.
Deliver dissolution documents to:
Secretary of State
State of North Dakota
600 E Boulevard Ave, Dept. 108
PO Box 5513
Bismarck, ND 58506-5513
Fax: (701) 328-2992
Phone: (701) 328-4284
Is there a filing fee to dissolve or cancel a North Dakota LLC?
To file North Dakota Articles of Dissolution by Organizers, there is a $20 fee.
To file the Articles of Dissolution by Members, there is a $20 filing fee and you must also file the Notice of Dissolution which costs $10.
Do you need Tax Commissioner clearance before the North Dakota Secretary of State will accept your dissolution?
No, you don't need tax clearance to dissolve your North Dakota LLC.
How long does it take the state to process the filing?
Processing generally takes the Secretary of State up to 30 days.
North Dakota SOS does not offer expedited services.
How long before someone can take your business name?
The entity would lose its name immediately upon dissolution. North Dakota does not offer name protection following administrative dissolution, either.
What is the penalty if you do not dissolve properly and just don't file your annual reports?
If your North Dakota LLC does not file an annual report or dissolution, the SOS will revoke the LLC charter or registration six months after the annual report due date.
Nebraska SOS will not accept any documents for filing from an entity in revoked status. You must file any delinquent documents and fees due before you can file for dissolution.
What are the late fees and penalties to re-register if your registration is forfeited?
You may reinstate your LLC within one year of SOS revocation. In order to reinstate, simply file the past due annual report with the $100 fee and pay a reinstatement fee of $125.
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