Dissolving an LLC (Limited Liability Company) in North Dakota lies towards the upper end of the complex scale and doing it legally is almost always important.
Whether your North Dakota LLC has run its course and is done being used, or it has hit a rough patch and is struggling, or you just want to change things up, following the legal steps is crucial so you don’t leave behind any loose ends and responsibilities.
Here is a helpful guide to help you dissolve an LLC in North Dakota in a stepwise process while ensuring compliance with state laws to avoid possible issues in the future.
Step 1: Ensure All Debts and Obligations Are Settled
Surrendering or closing an LLC that you own needs to be preceded by settling any debts or obligations of the company consisting of loans, bills, or any form of credit. This can include these said obligations but are not limited to:
- Outstanding loans, credit card bills, or other supplier payments.
- Final tax return filings.
- Employees’ outstanding wages or benefits.
- Any business accounts or lines of credit.
Paying off these obligations or debts smoothens the process of legal and corporate claiming processes and ensures that complications in the future are minimized to the extent possible.
Step 2: Hold a Member or Manager Meeting
North Dakota law mandates that members of the LLC, or managers if the LLC is manager-managed, have to vote to dissolve the LLC. In a case where a single individual owns the LLC, voting is still crucial but done differently.
Set Up a Conference: Organize a meeting after sending notices to all the members and/or managers for them to discuss the dissolution and vote. Adding this to the agenda of the meeting and including it in the minutes will help in case there are any disputes later.
Adhere to the operating agreement: Ensure that there are additional rules set in the operating agreement and use them for the voting process that involves the dismantling of the LLC. If there are no rules set in the agreement a majority vote is necessary.
Step 3: File Articles of Dissolution with the Secretary of State
Once the Amendment has been executed you must then submit the amendment documents to the Secretary of State for North Dakota in a form known as Articles of Dissolution. This document instructs the state that your LLC is now defunct and is not carrying on any business. To do this:
Draft the Articles of Dissolution: On the North Dakota Secretary of State’s website, you can get its form online or go in person.
Convey LLC Details: The form will require the name of the LLC, the date it was incorporated, and a resolution passed to liquidate the company.
Submit the Form and Pay the Fee: While as of 2024 the submission fee is $35, it will increase during 2025. Customers can pay by check or over the Web.
You can send the Articles of Dissolution through the mail or through the online portal of the Secretary of State. They usually take between 5 and 7 working days to process the dissolution but the wait can be a bit longer depending on the circumstances.
Step 4: Notify the IRS and Other Taxing Authorities
As soon as the request for the LLC dissolution is approved by the Minister, you are required to inform the IRS and the state or local tax collector. You are obliged to submit the tax return for the last time for the LLC as well where you will select “final return” under such forms as:
Also, when you were an LLC and had staff, all employment tax returns to the IRS were required.
You may also be required to prepare a final North Dakota Corporate Income Tax Return if required in North Dakota.
Step 5: Close Business Accounts and Cancel Licenses
Following the decision to dissolve the LLC, there will be a need to close the business accounts. This includes:
- Business bank accounts of the LLC.
- State North Dakota business licenses and construction permits.
- Any third-party services, inform them that the business is no longer in operation.
In case your LLC has a registered agent, you will have to cancel the agreement after completing the dissolution process.
Step 6: Distribute Remaining Assets
Once the liabilities are taken care of, the remaining assets belonging to the LLC should be shared with the members of the company. The empowering document should provide a guideline on asset allocation, but in case it does not, the law of North Dakota provides default guidelines for asset allocation.
Follow the operating agreement: The operating agreement will usually contain clauses relating to the division of whatever funds or property is left after the main business has been closed down.
Default distribution rules: Where the operating agreement has been silent on the division of assets, laws in North Dakota do allow assets to be shared according to the amount of capital contributed to the business by each member.
Step 7: Maintain Accurate Records
Seventeen states still require LLCs even after they have dissolved. In North Dakota, LLCs must include:
- Outlines dissolving the company.
- Reports and payments of all outstanding debts.
- Any communication to lenders and advertising agencies.
These documents may be needed for legal or tax purposes in the future.
How EasyFiling Can Help Dissolve Your LLC in North Dakota
Filling out the dissolution list can be a tedious and highly intricate task, however, EasyFiling is here to assist you in such times. We offer expert assistance on everything from filing the Articles of Dissolution with the North Dakota Secretary of State, notifying tax authorities to shutting down the business accounts.
Here’s how EasyFiling can assist:
Filling Up and Submission of Articles of Dissolution: We ensure that documents such as Articles of Dissolution are completed and submitted to the North Dakota Secretary of State on time to minimize the time spent and the chances of any errors occurring.
Submission of Tax Returns Redundant: EasyFiling can help you prepare and file the final federal and state tax returns, ensuring that all necessary paperwork is completed and submitted on time to avoid penalties.
Registered Agent Services: When EasyFiling’s Registered agent service is no longer required, we will formally assist in ending that relationship after the dissolution.
Document Retention: We will help you, as a business owner to retain all the necessary records of dissolution in case they need to be presented to any tax or legal authorities.
Business Closing Services: Our services will also include assistance in closing all the LLC’s business accounts, cancellation of business licenses, and terminations of contracts all at once.
We are affiliated with EasyFiling because you want to concentrate on your business while we help you dissolve LLC North Dakota. Book a free consultation today to dissolve an LLC in North Dakota.
Frequently Asked Questions (FAQs)
What is the process for dissolving an LLC in North Dakota?
The process has several stages which include: paying off all debts and obligations, taking member/manager meetings, submitting Articles of Dissolution in the Secretary of State’s office, contacting the IRS and all the other authorized taxing bodies, closing down the business accounts, canceling the licenses, and sharing the assets left over to members.
What do I do if my LLC is in debt and I want to dissolve it?
It is important to first pay the dues, taxes, and employee wages before dissolving the LLC or else it will lead to legal complications and members will have personal liabilities. Make sure to not leave any obligations unpaid.
In North Dakota, how much does it take to dissolve an LLC?
The filing fees are waived for the year 2025 but are said to be 35 dollars for the year 2026. The rate remained the same for the year of 2023. The fee is paid when articles of dissolution are submitted to the secretary of state.
In North Dakota, do I need to have final returns filled if I want to dissolve my LLC?
Yes, you need to file your final returns with the IRS and any other relevant authorities. Also, you will be required to mark the returns final and you have two options form 1065 and form 1120 depending on how the LLC was taxed.
Nabin Adhikari
