How to Dissolve a North Dakota LLC: Forms, Fees, and Filing Steps

Closing a limited liability company is more than stopping business activity. To dissolve a North Dakota LLC correctly, you need to follow the state’s filing rules, settle outstanding obligations, and complete the required notices and forms in the right order.

This guide explains the North Dakota LLC dissolution process in plain language. It covers the available filing paths, when a notice of dissolution is required, how fees work, what happens if your company has debts or creditors, and what to do after the filing is accepted.

When should you dissolve a North Dakota LLC?

You may decide to dissolve an LLC for several reasons:

• The business has reached the end of its purpose.
• The members want to move on to a different venture.
• The LLC is no longer active or profitable.
• The owners want to reduce ongoing compliance and filing obligations.
• The company is being closed as part of a restructuring or sale.

Whatever the reason, it is usually better to dissolve the LLC formally than to simply stop filing reports and let the entity fall into bad standing. Formal dissolution helps you close out the business cleanly and reduces confusion about tax, liability, and ownership issues later.

North Dakota LLC dissolution options

North Dakota provides two primary ways to dissolve an LLC:

• Articles of Dissolution by Organizers
• Articles of Dissolution by Members

Which form you use depends on whether the LLC ever accepted contributions or incurred debt.

Articles of Dissolution by Organizers

This option is available only in limited situations. It is generally used when the LLC never accepted contributions and has no unpaid debt.

A key feature of this filing path is that it does not require a Notice of Dissolution to be filed with the North Dakota Secretary of State.

Articles of Dissolution by Members

If the LLC accepted contributions or incurred debt, the members generally use this route.

Before filing the Articles of Dissolution by Members, the LLC must first submit a Notice of Dissolution to the North Dakota Secretary of State. After that, the company may choose whether to notify creditors and claimants.

Step 1: Confirm the LLC’s financial status

Before filing, review the company’s financial obligations carefully. You should determine:

• Whether the LLC has any unpaid debts
• Whether any members or third parties made contributions
• Whether there are open contracts or leases
• Whether taxes, wages, or vendor bills remain unpaid
• Whether the business has known creditors or claimants

This review matters because it determines which dissolution filing path is available and whether additional notice obligations apply.

Step 2: Decide whether creditor notice is required

If you use the Articles of Dissolution by Members, the LLC may choose to notify creditors and claimants. The decision affects timing and procedure.

If the LLC gives notice

If the LLC elects to notify creditors and claimants, 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 are located
• Give written notice to known creditors and claimants
• Wait the required statutory period before filing the Articles of Dissolution

Under this process, the LLC may file the Articles of Dissolution after 90 days have elapsed since notice was given and 180 days have passed since the LLC filed the Notice of Dissolution.

If the LLC does not give notice

If the LLC chooses not to notify creditors, it may still file the Articles of Dissolution later, but only after one of the following occurs:

• All claims have been paid or provided for, or
• Two years have passed since the Notice of Dissolution was filed

Because timing can affect final closure, it is important to confirm the proper sequence before submitting documents.

Step 3: File the Notice of Dissolution if required

If your LLC is using the member-based dissolution route, the Notice of Dissolution must be filed first.

This filing signals that the company is beginning the winding-up process. Once the notice is on file, the LLC can continue taking the steps needed to close out its business, including creditor notice if the members choose to provide it.

Step 4: Settle debts and wrap up business affairs

Before the LLC can fully close, it should complete the winding-up process. That usually includes:

• Paying or otherwise resolving outstanding debts
• Closing business bank accounts
• Canceling licenses, permits, and subscriptions
• Notifying employees, contractors, clients, and vendors
• Distributing remaining assets according to the operating agreement or state law
• Preserving important business records

Taking these steps before filing final dissolution paperwork can help avoid later disputes or unexpected obligations.

Step 5: File the Articles of Dissolution

Once the LLC has met the applicable requirements, it can file the Articles of Dissolution.

North Dakota allows filings to be submitted:

• In person
• By mail
• By fax

If you file by fax, the dissolution forms include a credit card payment authorization section that must be completed when paying by card. North Dakota accepts VISA, MasterCard, and Discover. If you are not filing by fax, payment by check is also an option.

Filing address and contact information

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 LLC dissolution fees

The filing fees depend on which form you use.

• Articles of Dissolution by Organizers: $20
• Articles of Dissolution by Members: $20
• Notice of Dissolution: $10

If your LLC must file both the Notice of Dissolution and the Articles of Dissolution by Members, the total state filing cost will be higher than the organizer-based route.

How long does dissolution take in North Dakota?

Processing generally takes the Secretary of State up to 30 days. North Dakota does not offer expedited service.

Because processing time can vary based on filing method and document accuracy, it is wise to double-check the form before submission. Missing information can slow down acceptance and extend the closure timeline.

What happens to the LLC name after dissolution?

Once the LLC is dissolved, the entity loses its name immediately. North Dakota does not provide name protection after dissolution, so another business may potentially use the name later if it becomes available under state rules.

If the business name matters for future use, consider preserving records of the entity’s name and branding before filing dissolution documents.

What if the LLC stopped filing annual reports instead?

Skipping annual reports is not a substitute for formal dissolution.

If a North Dakota LLC does not file an annual report or dissolve properly, the Secretary of State may revoke the LLC charter or registration six months after the annual report due date.

When an entity is in revoked status:

• The Secretary of State will not accept new filing documents from the entity
• The LLC may need to file delinquent reports and pay outstanding fees before pursuing further filings
• Closure can become more complicated than a normal voluntary dissolution

Formal dissolution is usually cleaner than letting the LLC drift into revocation.

Can a revoked LLC be reinstated?

Yes, a North Dakota LLC may be able to reinstate within one year of revocation.

To reinstate, the LLC generally must:

• File the past due annual report
• Pay the $100 annual report fee
• Pay a $125 reinstatement fee

If reinstatement is necessary, it is usually best to resolve the delinquency first and then file any additional documents required to close or continue the business.

Do you need tax clearance?

North Dakota does not require tax clearance from the Tax Commissioner before the Secretary of State accepts dissolution filings for an LLC or corporation.

Even so, the LLC should still make sure taxes are handled properly before closing. State filing acceptance is not the same thing as final tax compliance.

North Dakota LLC dissolution checklist

Use this checklist to stay organized:

• Confirm whether the LLC qualifies for organizer-based dissolution or member-based dissolution
• Review debts, contributions, and outstanding claims
• File the Notice of Dissolution if required
• Decide whether to notify creditors and claimants
• Publish notice if the LLC chooses that path
• Pay or provide for outstanding obligations
• Complete the Articles of Dissolution
• Submit the filing by mail, fax, or in person
• Keep copies of all submitted documents
• Close accounts and preserve records after dissolution

How Zenind can help

Dissolving an LLC is a legal and administrative process, and missing a filing step can delay closure. Zenind helps business owners navigate state filing requirements, prepare formation and dissolution documents, and stay organized through each stage of the business lifecycle.

If you are closing a North Dakota LLC, Zenind can help you stay on track with the forms, filing sequence, and compliance details so the business can be wound down properly.

Final thoughts

To dissolve a North Dakota LLC, start by determining which filing route applies, then complete the required notices, settle outstanding obligations, and submit the correct dissolution form to the Secretary of State. If your LLC used contributions or incurred debt, the Notice of Dissolution and member-based filing rules matter. If the business is simple and debt-free, the organizer-based route may be available.

Either way, formal dissolution is the safer path for ending the company’s legal existence and closing the business with fewer loose ends.