North Dakota Dissolution

If you have a company in North Dakota that you want to close, you have to learn the process that the state implements. You have to understand that stopping the business activities does not mean you have already closed your business. A North Dakota company needs to go through the dissolution process to properly end its business.

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What Is North Dakota Dissolution?

When a business entity decides to cease its operations, it has to let the state know through the process of dissolution. Dissolving your company means that you will formalize the closure and deal with all the obligations.

Why Does A Company Dissolve?

Why do companies need to dissolve? –  When you formed your company in North Dakota, you had to undergo a process. Likewise, your company should also submit paperwork to close it formally. This way, the state will know that your company does not plan to continue doing business in the state and has no more liability in paying business taxes and other fees.

Who makes the decision to dissolve? – The approval of the decision to close a North Dakota LLC will depend on its members. For corporations, the company needs its board of directors to draft and approve a resolution to dissolve. The shareholders will vote on the said resolution.

How long does it take to dissolve a business? – The company’s way of dealing with all the necessary steps will determine how long it will take to complete the whole process. Once your company accomplishes all initial actions, you can expect the Secretary of State to take up to a month to process your company’s documents. The processing time may vary depending on the workload of the staff.

What Happens If Your Company Does Not Formally Dissolve?

Failure to dissolve your company with the Secretary of State of North Dakota means that it will remain responsible for all recurring fees and penalties. The state will still consider your business active. Thus, it will expect you to continue filing reports and paying taxes. Failure to comply will lead to penalties. Additionally, your company cannot file for dissolution unless it settles delinquent documents and fees.

Steps To Dissolve Your Business

There are steps you need to follow to dissolve your business in North Dakota.

1. File Articles of Dissolution with the state – North Dakota offers 2 options for LLCs. If your LLC has never accepted contributions and no unpaid debts, use the Articles of Dissolution by Organizers. However, if your LLC has accepted contributions or incurred debts, file a Notice of Dissolution. After this, you can file the Articles of Dissolution by Members.

Corporations, on the other hand, can submit Articles of Dissolution by Incorporators if it has never issued shares or incurred debts. If the conditions do not apply to your corporation, use the Corporation Intent to Dissolve form. After that, you will need to file the Articles of Dissolution too. You must file the appropriate form with the Secretary of State.

2. Remove all liabilities and obligations – Do not forget to liquidate all the assets of the company. You must also settle all its obligations, following the priorities the law has outlined. After that, distribute all remaining assets to the members or shareholders.

3. Give notice to any claimants – You may send a written notice to all known claimants and creditors. You may also publish a notice in a newspaper in the counties where your company’s registered and principal offices are. The publication should be once a week for 4 weeks.

4. Tax clearance – North Dakota does not require business entities to secure a tax clearance before dissolving. However, make sure you take care of all the taxes due to avoid encountering problems in the future.

5.   Close all bank accounts, credit lines, permits, and licenses – Bank accounts under the name of your company can remain active during the winding up. After this, you can close them since you will not be able to use them for other businesses. Additionally, you should also cancel other business permits and licenses.

How DoMyLLC can assist with streamlining the process

The process of dissolution in North Dakota requires multiple steps and paperwork. You may need help from professionals. We offer personalized solutions that will cater to the needs of your business entity. Contact us now and find out how we can help in the dissolution of your company in North Dakota.

North Dakota Dissolution FAQs

The filing fee for various forms are as follows:

  •   Articles of Dissolution by Organizers – $20
  •   Articles of Dissolution by Members – $20
  •   Notice of Dissolution – $10
  •   Articles of Dissolution by Incorporators – $20
  •   Articles of Dissolution – $20
  •   Intent to Dissolve – $10

The normal processing time for dissolution documents may take up to 30 days. North Dakota does not allow expedited processing.

North Dakota does not offer name protection. Thus, your company name will be available as soon as it dissolves.

North Dakota Business Resources:

North Dakota Office of Secretary of State
Phone Number:
(701) 328-4284

North Dakota Secretary of State
600 East Boulevard Avenue
Bismarck, ND 58505-0500

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