How to Dissolve an LLC in North Dakota (2026)

Fact-checked by the LegalGlass editorial team against primary sources · Published Aug 6, 2026 · Last updated Aug 6, 2026

You dissolve a North Dakota LLC by approving the dissolution, winding up and paying debts, filing final federal and North Dakota returns, and filing Articles of Termination with the Secretary of State (fee per the state schedule). Notify creditors to limit later claims.

Step 1: Approve Dissolution of the North Dakota LLC

Closing a North Dakota LLC properly starts with an internal decision to dissolve. Check your operating agreement first - it usually sets the vote or written consent needed to dissolve. If it is silent, North Dakota's LLC Act, North Dakota Century Code Chapter 10-32.1, supplies a default, generally requiring the consent of the members holding a majority (or all) of the ownership interests.

Record the decision in a written resolution or meeting minutes noting the date and the vote. This event triggers "winding up": the LLC continues to exist only to settle its affairs, not to carry on new business. Documenting the approval protects members and provides a clear start date for the closing steps. For the underlying concepts, see the glossary and our how to dissolve an LLC hub.

Step 2: Wind Up the Business

Winding up means settling everything the LLC owes and owns before you file to terminate. Collect receivables, sell or distribute assets, cancel leases and business licenses, and close accounts the company no longer needs. Pay or make provision for all known debts and liabilities; creditors are paid before members receive any remaining assets.

Distribute any remaining assets to members according to the operating agreement or, absent one, the statutory default - typically in proportion to ownership after debts. Keep records of these distributions for tax reporting. Winding up in an orderly way limits members' exposure and prevents claims from surfacing after termination. Notify employees and handle final payroll if you have staff.

Step 3: File Final Tax Returns and Notify the North Dakota Office of State Tax Commissioner

Handle taxes before or alongside termination. File final federal returns - a disregarded single-member LLC reports on the owner's Schedule C, and a multi-member LLC files a final Form 1065 - and check the "final return" box. Close your IRS business account tied to your EIN. If you had employees, file final employment tax returns.

For North Dakota, North Dakota taxes income sourced to the state and imposes sales tax; file final returns with the Office of State Tax Commissioner and close your accounts. File any final North Dakota returns with the North Dakota Office of State Tax Commissioner, pay outstanding state taxes, and close your state tax and withholding accounts. Settling tax obligations avoids liens and personal exposure and, where required, produces the clearance you need to complete termination. See our North Dakota LLC tax filing and business tax guides.

Step 4: File the Articles of Termination With the North Dakota Secretary of State

To end the LLC's legal existence in North Dakota, you file the Articles of Termination with the North Dakota Secretary of State and pay the the fee on the Secretary of State schedule fee. This is the public act that terminates the entity; until you file it, the LLC remains on the state register and keeps accruing obligations.

The form typically confirms the LLC's name, the effective date of dissolution, and that debts have been paid or provided for and remaining assets distributed. File online where available or by mail. Once the North Dakota Secretary of State processes it, the LLC is officially dissolved. Keep the stamped confirmation with your records. Compare this closing document with the original formation document that created the LLC.

Step 5: Notify Creditors and Claimants

Giving notice to creditors limits the LLC's - and members' - exposure to later claims. Many states let an LLC provide written notice to known creditors with a deadline and address for submitting claims, and publish notice to unknown creditors, which shortens the time they have to bring claims. Following the statutory notice procedure in North Dakota Century Code Chapter 10-32.1 provides valuable protection.

Notify not just vendors but also lenders, landlords, insurers, and any parties to ongoing contracts. Resolve or settle pending disputes. If claims arise after distribution, members can be liable up to the value of assets they received, so orderly notice and record-keeping matter. This step, though sometimes optional, is strongly advisable for any LLC with outside creditors or contracts.

Consequences of Not Dissolving Properly

Simply walking away from a North Dakota LLC does not close it. North Dakota LLCs owe an annual report each year; abandoning the LLC leaves that obligation and penalties running until the state administratively dissolves it. The state can assess penalties and eventually administratively dissolve the entity, but an administrative dissolution for non-filing is not the same as a clean voluntary termination and can leave loose ends. Meanwhile, obligations and potential liabilities keep accruing.

An abandoned LLC can expose members to continued fees, tax filings, and the risk that the liability shield is questioned. Registered agents may resign, and reinstating a lapsed entity later is more expensive than closing it correctly now. Filing the Articles of Termination, settling taxes, and notifying creditors is the clean way to end obligations. When starting fresh, review our North Dakota formation guide.

North Dakota LLC Dissolution Summary

The table summarizes the core steps and costs to dissolve a North Dakota LLC. Confirm current amounts on the North Dakota Secretary of State fee schedule.

Dissolving correctly ends fees and filings and protects members. Abandoning the LLC leaves obligations running until the state administratively dissolves it.

Verify Current Details and Avoid Common Pitfalls in North Dakota

State fees, tax rates, forms, and deadlines change from year to year, so before you file or pay anything, confirm the current figures directly on the official North Dakota agency websites cited below. The amounts on this page are effective for 2026 and are set by the government, not by any filing service. Public records and most state forms are free or low-cost, and a federal EIN is always free from the IRS - be cautious of third-party websites that charge inflated fees to file routine state paperwork or to obtain a number the government issues at no cost. Reading the primary source yourself is the surest way to avoid outdated or misleading second-hand information, which is exactly why every figure here links to a North Dakota agency, statute, or the IRS.

A second common pitfall is blurring the line between you and your business. If you operate through an LLC or corporation, the liability protection depends on treating the entity as genuinely separate: keep a dedicated business bank account, sign contracts in the company name, keep clean records, and adopt an operating agreement even if North Dakota does not require you to file one. Commingling personal and business money is the fastest way to weaken the shield if the company is ever sued. Owners should also plan for taxes early - set aside money for income and self-employment tax, and review whether an S-corp election fits once profits grow. See our business tax overview for how the pieces connect.

Finally, do not confuse a state business registration with trademark ownership. Clearing a name in the North Dakota business entity search means no other registered entity has that exact name - it does not grant nationwide rights or clear a federal trademark, so search the USPTO database before you invest in branding. Likewise, if you use a name different from your legal entity name, file a North Dakota DBA. When your business changes or winds down, follow the proper North Dakota dissolution steps rather than simply abandoning the entity, which leaves fees and filings running. For definitions of the terms used throughout this guide, see the glossary, and use the related North Dakota guides below to complete each step in the right order.

Frequently Asked Questions

How much does it cost to dissolve an LLC in North Dakota?

The state fee to file the Articles of Termination with the North Dakota Secretary of State is the fee on the Secretary of State schedule. You may also owe final taxes and any professional fees, but the termination filing itself is the main state cost.

How do I dissolve an LLC in North Dakota?

Approve the dissolution, wind up the business and pay debts, file final federal and North Dakota tax returns, then file the Articles of Termination with the North Dakota Secretary of State and notify creditors.

What form do I file to dissolve a North Dakota LLC?

You file the Articles of Termination with the North Dakota Secretary of State. It confirms the LLC's name, the effective date, and that debts have been settled and remaining assets distributed.

What happens if I do not formally dissolve my North Dakota LLC?

The LLC stays on the state register and keeps accruing report and tax obligations and penalties until the state administratively dissolves it. That is messier and can expose members, so file to terminate.

Do I need to notify the North Dakota Office of State Tax Commissioner when closing a North Dakota LLC?

Yes. File final state returns, pay outstanding taxes, and close your North Dakota tax accounts. Some steps of termination may require a tax clearance or confirmation that state taxes are paid.

Related

• Dissolve an LLC in New Hampshire (sibling)
• How to form an LLC (cluster hub)
• How to form an LLC in North Dakota
• How to get an EIN
• Registered agent requirements
• Business tax overview
• S-corp vs LLC
• How to dissolve an LLC

Sources

1. North Dakota Secretary of State - Business services.
2. North Dakota Secretary of State - FirstStop online business portal.
3. North Dakota Secretary of State - Close a business.
4. North Dakota Office of State Tax Commissioner - Business taxes.
5. North Dakota Office of State Tax Commissioner - Sales and use tax.
6. North Dakota Legislative Branch - Century Code Chapter 10-32.1 (Uniform LLC Act).
7. IRS - Closing a Business (final returns).
8. IRS - About Form 1065, U.S. Return of Partnership Income.
9. IRS - Single Member Limited Liability Companies.
10. IRS - Get an Employer Identification Number (free EIN).
11. Cornell LII - Limited liability company (LLC).
12. Cornell LII - 26 U.S. Code Sec. 7701 - Definitions (entity classification).
13. Justia - North Dakota Century Code - LLCs.

LegalGlass provides general information for educational purposes and is not a law firm or a substitute for advice from a licensed attorney or tax professional. Laws, fees, and thresholds change; verify current requirements with the North Dakota Secretary of State and Office of State Tax Commissioner before acting.