How to dissolve an LLC in North Dakota

What does it cost to dissolve an LLC in North Dakota?

Dissolving a North Dakota LLC has two sides: a filing fee paid to the state, and the tax housekeeping that surrounds it. The fee to terminate an LLC is modest, it is commonly cited around $20but fees change and you should confirm the current amount with the North Dakota Secretary of State before filing. North Dakota does not impose an annual franchise tax on LLCs, so there is no large privilege tax to clear before you can close.

What North Dakota does have is a state income tax and, for many businesses, a sales and use tax permit with the Office of State Tax Commissioner, plus an annual report. None of these block the filing, but final returns and account closures are part of a clean dissolution. The real “cost” of a North Dakota dissolution is less the filing fee and more the discipline of closing those accounts and the IRS account so nothing keeps running after the company is gone.

Fees and forms change; we confirm the current figures with the Secretary of State and Office of State Tax Commissioner before we file. Compare states on the main dissolution guide.

How do you dissolve an LLC in North Dakota, step by step?

The order is what keeps a North Dakota dissolution clean. Filing the termination while state tax accounts or the federal account are still open is the most common way people leave a loose end behind.

1. Vote to dissolve and record it. Approve the dissolution the way your operating agreement requires, usually a member vote, and put it in a short written resolution.
2. Wind up the business. Notify known creditors, settle or set aside money for debts, collect receivables, and distribute anything left to members. Handle debts before distributionsnot after.
3. File the Articles of Termination. Submit them to the North Dakota Secretary of State through the FirstStop system and pay the fee. This is the step that ends the entity, it is North Dakota's version of the articles of dissolution used in other states.
4. Close state tax accounts. File a final state income tax return where it applies, file a final sales tax return and close the permit if you held one, with the Office of State Tax Commissioner.
5. Close the IRS account. File final federal returns and send the IRS a letter to close the business account attached to your EIN.
6. Cancel everything else. Local licenses, permits, DBAs, and any registrations in other states, plus your registered agent.

Which form do you file in North Dakota?

A North Dakota LLC ends its existence by filing Articles of Termination with the North Dakota Secretary of State. Different states use different names for the same idea, a Certificate of Cancellation in some, Articles of Dissolution in others, and North Dakota's term is termination. The filing asks for the LLC's name and registration details and confirms the company has wound up its affairs.

North Dakota runs its business filings through the online FirstStop system, and the exact form and current fee are set by the Secretary of State. Because those specifics move, verify the form and fee on the state's portal rather than relying on a downloaded copy that may be out of date. Corporations follow a separate track from LLCs, so make sure you are on the LLC termination path.

Does North Dakota require tax clearance first?

North Dakota's business filing office and its tax authority are separate desks, and for a routine LLC termination the Secretary of State will generally accept your filing without a clearance certificate attached. What the state expects is that your Office of State Tax Commissioner accounts are settled: final income and, where relevant, sales tax returns filed. Because requirements can differ by account, confirm whether any clearance step applies to you with the Office of State Tax Commissioner.

State taxes and annual reports

North Dakota has a state income tax and a sales and use tax, both administered by the Office of State Tax Commissioner, and many businesses hold a sales tax permit. A dissolving LLC files a final income tax return where it applies, files a final sales tax return if it collected sales tax, and closes those permits. These are separate from the entity termination and are what actually stop the state from expecting periodic filings.

North Dakota LLCs also owe an annual report with a fee. Once the entity is terminated, that annual obligation ends, one practical reason to file the termination rather than let the company drift. Letting it lapse does not stop the annual report cycle cleanly; a voluntary termination does, and it keeps the state from eventually administratively dissolving the entity on its own terms.

How long does it take in North Dakota?

The paperwork itself is quick, a day or two to prepare the Articles of Termination correctly. Because North Dakota files online through FirstStop, processing is often fast, frequently a few business days, though it varies with the Secretary of State's queue. Closing the Office of State Tax Commissioner accounts runs alongside the state filing and is governed by their schedule.

Confirm the current processing window with the Secretary of State before relying on a date, the queue moves.

What about your EIN and final taxes?

Filing the Articles of Termination closes the North Dakota entity. It does not touch your federal tax life. The IRS does not cancel an EIN, the number is permanent and never reassigned, so what you actually do is close the IRS business account behind it. The IRS will not close that account while final returns are outstanding, and the North Dakota filing gives the IRS no signal at all.

On the state tax side, file your final North Dakota returns marked final. Getting the “final” markers right is what ends the annual cycle with both the Office of State Tax Commissioner and the IRS.

What if you never used the North Dakota LLC?

A dormant North Dakota LLC, formed, maybe given an EIN, never traded, still has to be closed properly, but the work is lighter. If it never registered for a state tax account and never got an EIN, a state-only termination is usually the whole job: file the Articles of Termination and you are done. Filing sooner also ends the annual report obligation before another year is added.

If it did obtain an EIN or a tax permit, those accounts still need closing even though the company never really operated. The honest answer depends on those facts, and a specialist can confirm which route your situation puts you in before you pay for anything you do not need.

Rather have it handled?

We prepare and file the Articles of Termination, guide the final North Dakota returns and permit closures, and, if your LLC ever had an EIN, close the IRS business account too. Two situations, two prices, a specialist call in both. If you're not sure which is yours, a specialist is on WhatsApp 24/7 and will tell you straight, even when the honest answer is the $99 or nothing at all.