How to Dissolve a North Dakota Corporation
How do you dissolve a North Dakota corporation?
If your corporation has never issued any shares, been paid for shares, or incurred debt, then you can file the Articles of Dissolution by Incorporators. Otherwise, you must first file the Corporation Intent to Dissolve form with the North Dakota Secretary of State (SOS). Later, you will file the Articles of Dissolution. Before filing the articles of dissolution, the corporation can choose to give notice to creditors and claimants or not.
If a corporation gives notice of dissolution by publishing once a week for four weeks in an official newspaper in the county where the registered agent and principal executive office of the corporation are located and gives written notice to known creditors/claimants, then the corporation may file the articles of dissolution if:
- It has been 90 days since creditors/claimants were notified.
- It has been 60 days since a claim was rejected and the claimant has not pursued other remedies.
- 180 days have elapsed since the corporation filed the Intent to Dissolve with the SOS.
- Payment has been made to creditors/claimants.
- Any remaining corporation property or assets have been distributed.
- There are no proceedings pending against the corporation.
If a corporation does not give notice, it can only file the articles of dissolution after:
- Two years have passed since the Intent to Dissolve was filed or payments have been made to all known creditors/claimants.
- Any remaining property and assets have been distributed.
- There is no proceeding pending against the corporation.
North Dakota allows you to file for dissolution in person, by mail, or by fax. The corporate 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. If you deliver your documents in person or by mail, you may pay by check or credit card.
Deliver corporate 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
North Dakota Corporation Dissolution FAQ
Is there a filing fee to dissolve or cancel a North Dakota corporation?
If you file articles of dissolution by incorporators it will cost $20.
If you file the articles of dissolution, it will cost $20 plus an additional $10 because you must also file the Intent to Dissolve.
Your North Dakota registered agent may be able to help you with the dissolution process.
Do you need Tax Commissioner clearance before the North Dakota Secretary of State will accept your dissolution?
No, the state does not require tax clearance to dissolve a corporation or LLC in North Dakota.
How long does it take the state to process the filing?
Normally, processing documents takes up to 30 days. North Dakota SOS does not offer expedited processing.
How long before someone can take your business name?
There is no protection for your corporate name following dissolution. Someone else could use your name immediately.
What is the penalty if you just don’t file your annual reports?
If your North Dakota corporation does not file an annual report or dissolution, the SOS will revoke the charter one year after the annual report due date.
North Dakota 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.
Corporate reinstatement is possible within one year of revocation. Just file the past due annual report, $85 report fee, and $135 reinstatement fee.