How to dissolve a North Dakota LLC
Data last updated: Apr 21, 2026The quick read on dissolving a North Dakota LLC
At $20, North Dakota's dissolution fee is below the national average of $46, closer to the free end of the spectrum. North Dakota accepts the dissolution filing online or mail, with online approvals in about 5 business days. There is no formal tax clearance requirement, so the filing itself is the bottleneck rather than tax review.
Dissolution is a procedural filing, not a tax audit. The Secretary of State's job is limited to confirming the document is properly completed and the LLC is in good standing. What matters most for North Dakota filers is the order of operations: vote, file, and close the federal side. Each step is simple individually; doing them out of order or skipping the federal step is what causes problems years later.
Dissolution steps in North Dakota
The state-specific procedure, in order. Skip any step and the state's dissolution filing will be rejected or left incomplete.
- Member vote to dissolve
North Dakota's LLC statute calls for a per operating agreement member vote to dissolve, unless your operating agreement specifies a different threshold. Document the vote in meeting minutes or a written consent.
- File the Articles of Dissolution with North Dakota Secretary of State - Business Services
Filing fee is $20. Online filing is available through the state portal. Mail filings are accepted.
- Close federal tax obligations with the IRS
File the final federal return, check the "final return" box, and file Form 966 if the LLC had C-corp tax treatment. Close the EIN by writing to the IRS. See the IRS close-a-business page for the full federal checklist.
- Cancel other registrations
Sales tax permits, employer accounts, business licenses, fictitious-name registrations, and foreign-qualification filings in other states all need to be wound down separately from the LLC dissolution itself. The state won't do this automatically.
How this plays out in North Dakota
Start with the member vote. Under N.D.C.C. 10-32.1-50, dissolution occurs by consent of all members or pursuant to the operating agreement. If no operating agreement exists, unanimous consent is required; where the agreement sets a threshold, that threshold governs. Document the written consent before filing.
File Articles of Dissolution through the FirstStop portal at $20. North Dakota does not publish a standalone dissolution PDF; the guided online filing on FirstStop handles the form and fee. Standard processing runs about 5 business days. Mail filings to the Secretary of State at 600 E Boulevard Ave, Dept. 108, Bismarck, ND 58505-0500 are accepted with roughly 14 days of review. North Dakota does not offer a paid expedite tier.
Close North Dakota taxes with the Office of State Tax Commissioner. No clearance certificate is required, but the LLC must file final North Dakota returns if applicable: corporate income tax (graduated to 4.31% for C-corp election), sales and use tax, and withholding. Close TAP accounts separately. Close the federal side: final IRS return marked final, Form 966 within 30 days of the dissolution resolution if the LLC was a C-corp, and a written EIN closure letter.
What a clean North Dakota dissolution actually costs
The Secretary of State fee is rarely the biggest line item. For most North Dakota LLC owners, the real cost is a combination of the filing fee, outstanding state tax, federal closure, and any foreign-LLC wind-downs in other states.
| Cost component | Amount | Notes |
|---|---|---|
| Base Secretary of State filing | $20 | Filed with North Dakota Secretary of State - Business Services |
| Final federal return (DIY) | Free | Or $200 to $800 if a CPA prepares it |
| Foreign-LLC withdrawals (if any) | $10 to $125 per state | Each state where you qualified as foreign LLC |
How North Dakota compares to other states
At $20, North Dakota's dissolution fee is below the national average of $46, closer to the free end of the spectrum. Across all 51 US jurisdictions, the median dissolution fee is $30 and the average is $46; fees cluster between $0 and $75, with Delaware and DC at the $220 top end. By fee ranking, North Dakota sits at #13 from cheapest to most expensive.
Filing path matters as much as the fee. North Dakota's online or mail dissolution process gives you flexibility: online for speed, mail as a backup when you need an original signature for another purpose. North Dakota does not impose a formal tax clearance check, which shortens the overall timeline compared to states that do.
Requirements at a glance
Common pitfalls
The first North Dakota-specific trap is looking for a downloadable Articles of Dissolution PDF. There is not one. The Secretary of State handles dissolution entirely through the FirstStop portal with a guided online filing; filers who search for a form number waste time. Create a FirstStop account, locate the LLC, and follow the guided dissolution workflow for $20.
The second pitfall is missing the right November 15 versus April 15 annual report deadline. North Dakota splits LLC annual reports by entity type: business LLCs and PLLCs file by November 15, while Farming/Ranching and Authorized Livestock Farm LLCs file by April 15. Miss the correct deadline and the LLC triggers late fees and eventually administrative dissolution. For a business LLC planning to dissolve after November 15, file the $50 annual report first if past the deadline, then file Articles of Dissolution.
What happens after the state accepts your filing
Once the Secretary of State accepts Articles of Dissolution through FirstStop, the LLC is dissolved under N.D.C.C. Chapter 10-32.1 and no further $50 annual report obligations accrue. North Dakota does not publish a specific holding period before the name becomes available, so another filer can register a new entity under the same name after dissolution posts. Keep the LLC's books, bank records, and tax filings for at least seven years to cover North Dakota's 3-year general assessment statute plus the federal 6-year extended statute. If the LLC had North Dakota employees, close the Job Service North Dakota unemployment account separately; that account does not close automatically with Tax Commissioner filings.
Documents and filings checklist
- Written consent or meeting minutes
Record the member vote to dissolve. Keep with corporate records.
- Articles of Dissolution
Filed with $20 fee at North Dakota Secretary of State - Business Services.
- Final federal return
Form 1065 (multi-member), Schedule C on 1040 (single-member), or 1120/1120-S if corp-taxed. Check the "final return" box.
- IRS Form 966
Only if the LLC had C-corp tax treatment. Due within 30 days of the dissolution resolution.
- IRS EIN closure letter
Sent to the IRS requesting the EIN be closed. See the IRS close-a-business checklist.
- State tax permit cancellations
Sales tax, employer withholding, unemployment insurance. Each is a separate filing with the state tax and labor agencies.
- Foreign-LLC withdrawals
Certificate of Withdrawal filed with each state where the LLC was registered to do business as a foreign LLC.
Filing agency
North Dakota Secretary of State - Business Services
- Website
- sos.nd.gov
- Phone
- (701) 328-2900
- sosbir@nd.gov
- 600 E Boulevard Avenue, Dept 108, Bismarck, ND 58505-0500
- Hours
- 8:00 AM to 5:00 PM Central, Monday to Friday
Frequently Asked Questions
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How much does it cost to dissolve a North Dakota LLC?
Articles of Dissolution are $20 through the FirstStop online portal. North Dakota does not offer a paid expedite tier, and no tax clearance fee applies. The $50 annual report should be current before filing, so the total clean closure typically runs $20, or $70 if a missed annual report needs to be caught up first.
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How long does North Dakota LLC dissolution take?
Standard processing through the FirstStop portal runs about 5 business days at the $20 base fee. Mail filings to the Secretary of State in Bismarck take about 14 business days. There is no paid expedite tier. Factor in additional time to close any tax accounts with the Office of State Tax Commissioner separately.
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Do I need a tax clearance certificate in North Dakota?
No. The Office of State Tax Commissioner does not issue or require a clearance certificate before the Secretary of State will accept Articles of Dissolution. The LLC still has to file final North Dakota returns (corporate income if C-corp elected, sales, withholding) and close TAP accounts separately, but no clearance document is attached to the SoS filing.
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What vote is needed to dissolve a North Dakota LLC?
The operating agreement controls under N.D.C.C. 10-32.1-50. Where the agreement is silent, the default under North Dakota's Uniform LLC Act is consent of all members. Document the vote in a written consent before filing. See North Dakota LLC formation for background on Chapter 10-32.1.
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Is there a downloadable form for Articles of Dissolution?
No. North Dakota does not publish a standalone Articles of Dissolution PDF. The Secretary of State handles dissolution entirely through the FirstStop portal with a guided online filing. Create a FirstStop account, locate the LLC in the system, and follow the dissolution workflow for $20.
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What happens if I just stop filing the annual report?
North Dakota administratively dissolves LLCs that fall too far behind on the $50 annual report. Administrative dissolution is worse than voluntary cancellation because the entity stays on record as dissolved for non-compliance, reinstatement requires catching up every missed year plus reinstatement fees, and the status complicates bank accounts and good-standing certificates. Business LLCs should file by November 15 each year; farming/ranching LLCs by April 15.
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Do I still need to notify the IRS?
Yes. File a final federal return for the LLC (Form 1065 for multi-member, Schedule C on Form 1040 for single-member, Form 1120 or 1120-S if the LLC elected corporate treatment), check the final return box, and distribute any remaining balances. File IRS Form 966 within 30 days of the dissolution resolution if the LLC had C-corp treatment, and close the EIN by letter. The IRS close-a-business page has the federal checklist.
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How long does LLC dissolution take in North Dakota?
Online filings are processed in about 5 business days through the state portal. Mail filings take about 14 business days once received.
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Can I file the Articles of Dissolution online?
Yes. North Dakota accepts LLC dissolution filings online through the state portal. Mail is also accepted as an alternative.
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What vote is required to dissolve a North Dakota LLC?
North Dakota's LLC statute specifies a per operating agreement member vote to dissolve, unless the operating agreement sets a different threshold. Most LLCs follow the statutory default. Document the vote in a written consent or meeting minutes before filing any dissolution paperwork.
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Does dissolution close my federal tax obligations?
No. The North Dakota Secretary of State does not notify the IRS. You have to close the federal side separately: file a final federal return marked as "final," file IRS Form 966 within 30 days if the LLC had C-corp tax treatment, and close the EIN by writing to the IRS. The EIN stays on file forever; closing it flags the entity as inactive so automated notices stop. See the IRS close-a-business page for the full federal checklist.
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Will my LLC name become available for someone else to use after dissolution?
In most cases yes. North Dakota typically releases the LLC name back to the general pool once the dissolution filing is accepted, and a third party can register a new entity under the same name shortly thereafter. If preserving the brand matters, keep a minimal LLC active or register the business name as a trademark.
Related
Sources
- Filing fee: sos.nd.gov/business/business-services/business-structures/limited-liab… · verified April 21, 2026
North Dakota SoS LLC page lists the Articles of Dissolution / Termination filing fee at $20 for domestic LLCs. Filings are routed through the FirstStop online portal. Dissolution of Chapter 10-32.1 LLC governed by N.D.C.C. 10-32.1-51. - Online filing url: firststop.sos.nd.gov/ · verified April 21, 2026
FirstStop is the North Dakota SoS online business filing portal. The SoS directs all LLC wind-up and termination filings through FirstStop. Online filings are typically approved within about 5 business days. - Form name: firststop.sos.nd.gov/ · verified April 21, 2026
North Dakota does not publish a standalone Articles of Dissolution PDF. Filers complete a guided online Articles of Dissolution / Termination filing through FirstStop; there is no downloadable form URL. - Tax clearance required: www.tax.nd.gov/business/closing-business · verified April 21, 2026
ND Office of State Tax Commissioner Closing a Business page: businesses must close any state tax accounts and file final returns, but the Tax Commissioner does not issue a tax clearance certificate that must be filed with the SoS to dissolve an LLC. Recorded as taxClearanceRequired: false. - Member vote standard: www.ndlegis.gov/cencode/t10c32-1.pdf · verified April 21, 2026
N.D.C.C. 10-32.1-50 permits dissolution by the consent of all members or pursuant to the operating agreement. In the absence of an operating agreement, dissolution requires unanimous member consent; where an operating agreement provides a threshold, that threshold governs. Recorded as 'per operating agreement'. - Public notice required: www.ndlegis.gov/cencode/t10c32-1.pdf · verified April 21, 2026
N.D.C.C. 10-32.1-52 allows but does not require an LLC to publish notice to known and unknown creditors during wind-up. There is no mandatory newspaper publication for dissolution. - Name becomes available after: sos.nd.gov/business/business-services/business-structures/limited-liab… · verified April 21, 2026
North Dakota does not publish a specific holding period before a dissolved LLC's name becomes available for reuse. Field set to null. - Irs closure url: www.irs.gov/businesses/small-businesses-self-employed/closing-a-busine… · verified April 21, 2026
IRS Closing a Business page covers final federal returns, closing the EIN account, final employment tax deposits, and Form 966 for corporations. Canonical reference linked from most state dissolution pages.