How to Dissolve a Business in North Dakota: LLCs and Corporations

Q: final state tax returns and account closure

north dakota business taxes are administered by the office of state tax commissioner. take the following steps to properly file your final state tax returns:file a final north dakota income tax return for the year your business closes and mark it "final."if your business collected north dakota sales tax, file a final sales tax return and close your permit with the tax commissioner. filing articles of dissolution does not automatically cancel a sales tax permit.file final payroll tax returns and close your withholding tax account with the tax commissioner. contact the withholding tax division at withhold@nd.gov or (701) 328-1248 to confirm the account is closed.most final state returns can be filed through nd tap.

Q: notify the irs and file final federal returns

in addition to state tax filings, make sure to file your final income tax return to the irs. check the "final return" box on your last federal return. within 30 days of dissolving your corporation, you’ll also need to file form 966 with the irs.lastly, you’ll need to close your irs business account. send a letter to the irs that includes the complete legal name of the business, the business’ employer identification number (ein), the business address, and the reason for closing the account.include a copy of your original ein assignment notice if available. send the closure letter only after filing every final return and settling all outstanding balances. then, retain tax-related materials for at least seven years and employment-related items for a minimum of four years.how legalzoom can help with business dissolution in ndlegalzoom can help prepare and coordinate your secretary of state filing, even if you want to do most of the work yourself. our standard dissolution is a structured process that helps you make sure you’ve checked the right boxes. in addition, legalzoom’s business dissolution manager service offers peace of mind with hands-on dissolution management, start to finish, by trained and dedicated specialists. you should reach out to a tax specialist or north dakota attorney for complicated matters or legal disputes.faqs about business dissolution in nd

Q: how do i dissolve a business in north dakota?

dissolving a north dakota-based llc or corporation typically requires taking six steps: authorize dissolution by member or shareholder vote.file articles of dissolution with the secretary of state along with the filing fee. wind up business affairs.notify creditors and settle all debts.file final state and federal tax returns.cancel business licenses and permits.after all this is done, you can distribute assets.

Q: do i dissolve in north dakota if my business was formed elsewhere?

if your business was formed in another state but registered to operate in north dakota, file a certificate of withdrawal through the firststop portal. withdrawal removes the legal ability to do business in north dakota, but does not affect the entity's status in its home state.

Q: what is administrative dissolution in north dakota?

administrative dissolution occurs when the secretary of state removes an llc's or corporation's active status because it failed to file its annual report or maintain a registered agent. you can typically reinstate an administratively dissolved business by resolving noncompliance and paying back fees.

Q: do i need a tax clearance certificate to dissolve a north dakota business?

north dakota does not require a tax clearance certificate from the office of state tax commissioner as a condition of the secretary of state accepting articles of dissolution. however, you are still responsible for filing all final state tax returns and closing your state tax accounts with the tax commissioner independently. confirm current requirements directly with the tax commissioner before filing.

Dissolving your business is an important legal step in North Dakota. Our guide covers how to dissolve properly to avoid legal penalties and liability.

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Dissolving an LLC in North Dakota

LLC dissolution in North Dakota is a process that includes filing the appropriate forms and winding up. The LLC continues to exist legally until the state accepts the final dissolution filing.

Step 1: Authorize dissolution

Check your operating agreement first, since it should set the approval process and required vote threshold for business dissolution. If the operating agreement does not address dissolution, then make sure to follow North Dakota’s default rules, which require consent of all members.

Document the result. Meeting minutes or a written consent resolution signed by the required members are both acceptable.

Step 2: File with the North Dakota Secretary of State

Once dissolution is authorized, you can proceed with filing the articles of dissolution with the North Dakota Secretary of State. This form serves as official notice to the state that your LLC is terminating its existence.

You can file your paperwork online through North Dakota’s FirstStop portal. The filing fee is $20.

You can also mail your completed forms and the $20 filing fee (payable by check) to:

North Dakota Secretary of State

600 East Boulevard Avenue

Dept 108

Bismarck, ND 58505-0500

Once the SOS accepts the dissolution paperwork, they will provide confirmation that your LLC no longer legally exists. Make sure to retain this confirmation for your records.

Step 3: Wind up business affairs

Once dissolution of your LLC is authorized, you should stop taking on new business and focus on completing or terminating open contracts, collecting receivables, paying debts, and closing financial records.

Winding up business affairs for an LLC can take weeks or months depending on the complexity of your contracts, leases, and employee obligations.

Step 4: Notify creditors and settle debts

Next, deliver written notice to each known creditor informing them of the dissolution and setting a deadline of at least 120 days for submitting claims. Creditors who receive proper written notice and miss that deadline are generally barred from pursuing claims against the LLC or its members.

The LLC can notify unknown creditors by publishing notice in a newspaper of general circulation in the county where the LLC's principal office is located. This sets a five-year deadline for claims from creditors who did not receive written notice. The step is optional but limits exposure against claims that surface years after closing.

Once all claims are addressed and taxes have been paid (see our tax section later in the guide), remaining assets may be distributed to members per the operating agreement, or under applicable North Dakota law, if the operating agreement says nothing about dissolution.

How to dissolve a corporation in North Dakota

Corporations require a two-step internal approval process before anything is filed with the state. The board acts first, then shareholders vote. There is also a unique federal requirement for corporations.

Step 1: Board and shareholder approval

Adopt a board resolution. The board votes to recommend dissolution and documents the outcome in meeting minutes, including the date, vote count, and resolution language.
Notify shareholders. Every shareholder, including those not entitled to vote, must receive written notice that a purpose of the upcoming meeting is to consider dissolving the corporation.
Shareholder vote. Under the default rule in North Dakota, dissolution requires approval by holders of a majority of the voting power of all shares entitled to vote. Check your articles of incorporation and bylaws, as they may require a higher threshold.

Step 2: File dissolution documents

The articles of dissolution need to include the following information:

The name of your corporation as it is shown in the Secretary of State's records
The most recent date creditor notice was given
Confirm all claims filed within the most recent 90-day period were paid
Acknowledge that remaining property and assets will be distributed to shareholders in compliance with North Dakota law
Confirmation that there are no pending legal, administrative, or arbitration proceedings against the corporation
The signature of an authorized officer

Note: Dissolving a corporation starts a 30-day timer to file IRS Form 966, Corporate Dissolution or Liquidation.

Step 3: Wind up corporate affairs

The corporation should take steps to settle debts, notify creditors, and distribute remaining assets to shareholders. Written notice to creditors must state that a notice of intent to dissolve has been filed and set a deadline of at least 90 days for submitting claims.

If your corporation carries significant debt, disputed claims, or unresolved employee obligations, talk to an attorney before filing.

Before distributing assets, resolve your taxes using the guide in the next section.

Note: Don’t distribute assets until all financial obligations are resolved, or recipients can be held personally liable for business debts.

Dissolution tax requirements

Filing articles of dissolution ends your entity's legal existence, but does not close your tax accounts or end your tax obligations. The IRS and the North Dakota Office of State Tax Commissioner each require their own final filings, and failure to complete them can leave you personally responsible for unpaid taxes long after the state filing is done.

Final state tax returns and account closure

North Dakota business taxes are administered by the Office of State Tax Commissioner. Take the following steps to properly file your final state tax returns:

File a final North Dakota income tax return for the year your business closes and mark it "final."
If your business collected North Dakota sales tax, file a final sales tax return and close your permit with the Tax Commissioner. Filing articles of dissolution does not automatically cancel a sales tax permit.
File final payroll tax returns and close your withholding tax account with the Tax Commissioner. Contact the withholding tax division at withhold@nd.gov or (701) 328-1248 to confirm the account is closed.
Most final state returns can be filed through ND TAP.

Notify the IRS and file final federal returns

In addition to state tax filings, make sure to file your final income tax return to the IRS. Check the "final return" box on your last federal return. Within 30 days of dissolving your corporation, you’ll also need to file Form 966 with the IRS.

Lastly, you’ll need to close your IRS business account. Send a letter to the IRS that includes the complete legal name of the business, the business’ employer identification number (EIN), the business address, and the reason for closing the account.

Include a copy of your original EIN assignment notice if available. Send the closure letter only after filing every final return and settling all outstanding balances. Then, retain tax-related materials for at least seven years and employment-related items for a minimum of four years.

How LegalZoom can help with business dissolution in ND

LegalZoom can help prepare and coordinate your Secretary of State filing, even if you want to do most of the work yourself. Our Standard Dissolution is a structured process that helps you make sure you’ve checked the right boxes. In addition, LegalZoom’s Business Dissolution Manager service offers peace of mind with hands-on dissolution management, start to finish, by trained and dedicated specialists. You should reach out to a tax specialist or North Dakota attorney for complicated matters or legal disputes.

FAQs about business dissolution in ND

How do I dissolve a business in North Dakota?

Dissolving a North Dakota-based LLC or corporation typically requires taking six steps:

Authorize dissolution by member or shareholder vote.
File articles of dissolution with the Secretary of State along with the filing fee.
Wind up business affairs.
Notify creditors and settle all debts.
File final state and federal tax returns.
Cancel business licenses and permits.

After all this is done, you can distribute assets.

Do I dissolve in North Dakota if my business was formed elsewhere?

If your business was formed in another state but registered to operate in North Dakota, file a certificate of withdrawal through the FirstStop portal. Withdrawal removes the legal ability to do business in North Dakota, but does not affect the entity's status in its home state.

What is administrative dissolution in North Dakota?

Administrative dissolution occurs when the Secretary of State removes an LLC's or corporation's active status because it failed to file its annual report or maintain a registered agent. You can typically reinstate an administratively dissolved business by resolving noncompliance and paying back fees.

Do I need a tax clearance certificate to dissolve a North Dakota business?

North Dakota does not require a tax clearance certificate from the Office of State Tax Commissioner as a condition of the Secretary of State accepting articles of dissolution.

However, you are still responsible for filing all final state tax returns and closing your state tax accounts with the Tax Commissioner independently. Confirm current requirements directly with the Tax Commissioner before filing.

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This article is for informational purposes. This content is not legal advice, it is the expression of the author and has not been evaluated by LegalZoom for accuracy or changes in the law.

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