How to Dissolve an LLC in North Dakota (2026)

To dissolve an LLC in North Dakota, file Articles of Dissolution and Articles of Termination with the North Dakota Secretary of State, for about a $20 fee (plus an optional $10 Notice of Dissolution). The filing itself is cheap and online. North Dakota's distinctive feature is strategic rather than procedural: how you notify creditors directly determines how long you stay exposed to claims. Written notice to known creditors caps their claim window at 120 days; published notice caps unknown-creditor claims at five years; do neither and a creditor has the full statute of limitations to come after the wound-up company.

Here's the full process and the North Dakota-specific specifics.

North Dakota LLC dissolution at a glance

Step 1: Vote to dissolve and document it

Check your operating agreement for the dissolution procedure and hold the required member vote, recording the resolution. The documented decision is the basis for the filing.

Step 2: Choose your creditor-notice strategy

This is the North Dakota-specific step worth thinking about, because it's a genuine choice with consequences (see the wrinkle below). Under N.D.C.C. § 10-32.1-52 and § 10-32.1-53, you can give written notice to known creditors, which sets a 120-day deadline for them to bring claims, and/or publish notice for unknown creditors, which sets a five-year deadline. Decide how you want to handle notice before you wind up, because it determines how long your liability stays open.

Step 3: Wind up the business and settle debts

Wind up the LLC's affairs: settle the claims that come in, pay or provide for the company's debts, and distribute remaining assets to members, creditors first. Distributing assets ahead of creditors can create personal exposure.

Step 4: Handle final taxes

File your final North Dakota and federal returns, marked final, and close your tax accounts (sales-and-use tax, withholding) with the North Dakota Office of State Tax Commissioner. There's generally no tax-clearance certificate required for a North Dakota LLC, though if you had employees, you may need a clearance from the unemployment-tax side (Job Service North Dakota) confirming unemployment taxes are paid.

Step 5: File the Articles of Dissolution and Termination

File the Articles of Dissolution and Articles of Termination with the Secretary of State, about $20 (North Dakota also offers a $10 Notice of Dissolution). North Dakota handles these filings online, and processing takes a few business days, you'll receive a confirmation once they're processed. The dissolution begins the winding-up period; the termination completes it. Make sure your annual reports are current, as the state won't terminate an entity that's delinquent.

Step 6: Close accounts, licenses, and registrations

Finish by canceling local business licenses and permits, closing business bank accounts, canceling the EIN with the IRS if appropriate, and withdrawing any out-of-state registrations.

The North Dakota wrinkle: you control your own liability window

North Dakota's defining feature isn't a fee or a form, it's that the state lets you actively shorten how long you can be sued over the closed business, based on how you notify creditors. Most owners think of creditor notice as a formality. In North Dakota it's a lever.

Here's the mechanism. If you give written notice to your known creditors (with a claims address and deadline), you cut their window to bring a claim down to 120 days. If you publish notice of dissolution for unknown creditors, you cap that broader exposure at five years. If you do neither, a creditor keeps the full statute of limitations, potentially years longer, to surface a claim against the wound-up LLC and, in some cases, the members who received distributions. So the notice choices aren't busywork; they're how you buy certainty and close the book on liability faster. For a clean dissolution where you want finality, doing both, written notice to known creditors and published notice for unknown ones, gives you the tightest, most defensible position. And as everywhere, an undissolved North Dakota LLC keeps accruing annual report obligations until you file, the trap in can you just walk away from an LLC, so the strategic notice only helps once you actually dissolve.

Frequently asked questions

How does creditor notice affect my liability in North Dakota?

It directly controls your exposure window. Written notice to known creditors sets a 120-day deadline for them to bring claims; published notice for unknown creditors sets a five-year deadline; doing neither leaves a creditor the full statute of limitations. So in North Dakota, choosing to give and publish notice is how you shorten the time you (and members who received distributions) can be pursued over the closed business. For finality, doing both is the strongest position.

How much does it cost to dissolve a North Dakota LLC?

The Articles of Dissolution and Termination run about $20, with an optional $10 Notice of Dissolution. There's generally no tax-clearance fee for an LLC. The cost to avoid is the $50 annual report (plus a $50 late fee, for $100): it keeps accruing if you let the LLC lapse, and after about six months past due the state can involuntarily terminate it, so dissolving promptly is cheaper.

Do I need tax clearance to dissolve a North Dakota LLC?

Generally no for the LLC itself, North Dakota doesn't require a standard tax-clearance certificate to file the dissolution. The exception is if you had employees: you may need a clearance confirming unemployment taxes are paid (through Job Service North Dakota). Otherwise, file your final returns and close your tax accounts with the Office of State Tax Commissioner, and there's no clearance gating the Secretary of State filing.

This page covers the North Dakota specifics; for the general framework, see our complete guide to how to dissolve an LLC, and for nearby states, South Dakota and Minnesota. North Dakota's official filing is at the North Dakota Secretary of State, and taxes through the Office of State Tax Commissioner.