Have you decided to stop transacting business with your North Dakota limited liability company? The state of North Dakota legally requires all business entities to go through a formal dissolution process.
What does this process entail, and how does it differ for domestic and foreign entities? In this guide, we’ll answer all the tough questions about dissolving an LLC in the state of North Dakota.
What Does It Mean to Dissolve an LLC?
Dissolving a company is an official means of permanently closing your business. While filing the dissolution documentation with the state of North Dakota is certainly an important part of the process, it’s not the only step. You should also liquidate your business assets, settle any liabilities, and send legal notifications to anyone that had an interest in your company.
Keep in mind that if you fail to complete these steps, you as a business owner could be held personally liable for any outstanding debts or liabilities of your limited liability company. Now that we’ve discussed what exactly dissolving an LLC is, let’s dive into the details of how this process is carried out in the state of North Dakota.
How to Dissolve a Domestic North Dakota LLC
The process for dissolving a domestic LLC in North Dakota will depend on whether or not your business has accepted any contributions. If your business has not accepted any contributions, you simply need to file the Articles of Dissolution and Termination by Organizers with the Secretary of State. This form will require the following information:
- LLC name
- Date of organization
- Federal ID number
- Signatures of the majority of LLC organizers or governors
- Applicant’s name and contact information
- Credit card information (if applicable)
However, if your business has accepted contributions, you will first need to file the Notice of Dissolution with the Secretary of State. In addition to submitting this form to the Secretary of State, you must also publish this notice once per week for four consecutive weeks in a newspaper located in the same county as your principal office and registered office.
Once this has been done, you can file the Articles of Dissolution by Members with the Secretary of State. You can download this form and the Notice of Dissolution form on the FirstStop Business portal.
Both the Articles of Dissolution and Termination by Organizers and the Articles of Dissolution by Members require a $20 filing fee. The Notice of Dissolution requires a $10 filing fee. Checks must be payable to the “Secretary of State.” Once you have completed the forms needed for your business type, you can send the correct form and payment to the following address:
Secretary of State
State of North Dakota
600 E Boulevard Ave Dept. 108
Bismarck ND 58505-0500
If you would rather file these forms online, you have that option thanks to North Dakota’s online portal. Dissolution processing can take up to one month in North Dakota and there are no expedited options available.
How to Dissolve a Foreign LLC in North Dakota
Do you need to dissolve a limited liability company based outside of North Dakota, but qualified to transact business within this state?
In order to dissolve an LLC that was formed outside of North Dakota, you will need to file the Certificate of Withdrawal Application (Foreign Limited Liability Company). This form requires the following information:
- LLC name
- Federal ID number
- State or jurisdiction of organization
- Mailing address for service of process
- Signature of authorized representative
- Contact information
- Credit card information (if applicable)
Once you have completed the application form, you will need to include payment (via credit card or check) of the $20 filing fee. If you pay by check, you must make it payable to the “Secretary of State.” Then, you can mail the form and payment to this address:
Secretary of State
State of North Dakota
600 E Boulevard Ave Dept. 108
Bismarck ND 58505-0500
Just like with the domestic version, if you would rather file these forms online, you have that option thanks to North Dakota’s online portal. Dissolution processing can take up to one month in North Dakota and there are no expedited options available.
What Else Do I Need to Know About LLC Dissolutions in North Dakota?
Dissolving an LLC in North Dakota can take as long as 30 days, and there is no option to expedite the process.
As soon as your dissolution has been processed, you lose the rights to your LLC name. This means that someone else can claim and begin using your business name in North Dakota.
If your LLC ceases to conduct business without filing the necessary paperwork to dissolve, it will lose its good standing in the state. If the forms and fees remain unpaid for six months, the state of North Dakota will administratively dissolve your business. In order to reinstate an administratively dissolved business, you must file for reinstatement within a year of the dissolution.
Conclusion
Whether you’re dissolving a domestic or foreign limited liability company, the process isn’t complicated.
The process for dissolving a domestic LLC in North Dakota is more complicated than the process for dissolving a foreign LLC, as you may need to file multiple forms.
Our final note in this guide is that you should make certain each step of the process outlined in this guide is followed closely, to avoid any unforeseen snags with your dissolution. We hope this article helped you to better understand the dissolution process for a North Dakota LLC!