The process of Legally Closing a LLC in North Dakota is called Dissolution.  After a North Dakota LLC has been Dissolved, it ceases to be Legally Active in the North Dakota Secretary of State's records and may no longer Legally conduct business in the state of North Dakota.

A North Dakota LLC is created when the ND Secretary of State approves the Formation Documents - the Articles of Organization.  A record of the North Dakota LLC is added to the list of LLCs which have officially registered with the North Dakota Secretary of State.  Once a LLC is registered with the North Dakota Secretary of State, that LLC immediately has both reporting and tax obligations which incur penalties if the obligations are not met by the required deadlines.

If you've registered a North Dakota LLC with the North Dakota Secretary of State and want to cease business activities you have to let the ND Secretary of State know that you intend to close your company.  Only after the ND Secretary of State has made sure that all of the obligations of the North Dakota LLC have been fulfilled will the Secretary of State approve of the closure of the company.

When the North Dakota Secretary of State approves the closing of a ND LLC, that North Dakota LLC is said to be Dissolved.  The process of Dissolving a North Dakota LLC is called North Dakota LLC Dissolution.

There cannot be any pending legal, administrative or arbitration proceedings by or against the North Dakota LLC in order for the ND Secretary of State to approve the Dissolution.

As soon as a North Dakota LLC is registered with the ND Secretary of State, that LLC is responsible for recurring obligations of the North Dakota Secretary of State and the North Dakota North Dakota Tax Department.  If a North Dakota LLC does not file its required reports or pay its tax obligations, then that ND Limited Liability Company could be responsible for penalties which compound as time goes by.

Unless you Dissolve (Legally Close) your North Dakota LLC with the North Dakota Secretary of State that ND Limited Liability Company will be responsible for all recurring fees and penalties until the company has been legally closed.

North Dakota LLC Dissolution is one part of a larger process commonly called the "Winding Up" process.

There are things you need to do before you can request approval of LLC Dissolution from the North Dakota Secretary of State; and things that you have to do after the ND Secretary of State has approved Dissolution of the North Dakota LLC.

When a North Dakota LLC is originally created, the Members (owners) may create a document called an Operating Agreement.  The Operating Agreement may include pretty much anything that has to do with running the LLC, including specific requirements which need to be followed before the LLC may be Legally Closed.  Before you do anything else, you should review the Operating Agreement for anything that needs to be done before the Business is Legally Closed.
What you have to do both before and after the North Dakota LLC is Dissolved largely depends what kind of debts and liabilities that the North Dakota LLC has.  If the North Dakota LLC has not commenced business activities then the ND LLC Dissolution process is easier.

1. Hold a Members meeting and record a resolution to Legally Close the North Dakota LLC
   
   
   North Dakota LLC Dissolution is one part of a larger process commonly called the "Winding Up" process.
   
   A meeting should be held of all Members of the North Dakota LLC and a vote to Legally Close the North Dakota Limited Liability Company taken.  There should be a majority of Members who vote Yes to Legally Close the company. A formal date on which the LLC will be closed should be specified.  Minutes of the meeting should be recorded and retained in the business records.  If the North Dakota LLC does not have any Members then the Organizer(s) have to apply for Dissolution of the North Dakota LLC.
   
   
   We can transcribe and compile any minutes or approvals into a form that is legally recognized by the North Dakota Secretary of State.
   
   
2. File a Notice of Dissolution with the ND Secretary of State
   
   
   The Notice of Dissolution to Dissolve must be filed with the North Dakota Secretary of State before initiating the final stages of the North Dakota LLC Dissolution process.
   
   
   We can prepare your Notice of Dissolution and file it with the ND Secretary of State.
   
   
3. File all required Annual Reports with the North Dakota Secretary of State
   
   
   The North Dakota Secretary of State will not approve the Dissolution of a ND LLC until all required administrative reports have been filed.
   
   
   We can file any required Annual Reports with the ND Secretary of State quickly and easily.
   
   
4. Clear up any business debts
   
   
   All creditors of a North Dakota LLC should be given notice of the pending LLC Dissolution. Each creditor should be given a mailing address to which they may submit claims as well as a deadline by which claims may be submitted.
   
   While the North Dakota Secretary of State does not legally require the publication of a Notice of Dissolution of a North Dakota LLC, publication is a good way to notify anyone who might have a claim against the North Dakota LLC.  Evidence of publication might prove useful down the line if someone makes a claim against the ND Limited Liability Company after the North Dakota LLC has been dissolved.

   We can prepare a Notice of Dissolution of the North Dakota LLC, make sure it gets published and obtain evidence of publication.

   
   
   
5. Pay all taxes and administrative fees owed by the North Dakota LLC
   
   
   The North Dakota Secretary of State will definitely not approve the Dissolution of a North Dakota LLC until all outstanding taxes and applicable registration and administrative fees have been paid.

1. Distribute all remaining assets of the North Dakota LLC
   
   
   If the North Dakota LLC has any remaining assets, these may be divided according to the Members' ownership interests in the ND Limited Liability Company.  Refer to the Articles of Organization for specific requirements, if any, for asset distribution.  All distributions to LLC Members must be reported to the IRS.
   
   
2. Close all business bank accounts of the North Dakota LLC
   
   
   If there are any business bank accounts that have been opened for the North Dakota LLC then those accounts must be closed.  If any business bank accounts are left open then there may be liability and obligations of the Dissolved North Dakota LLC which could lead to legal problems down the line.
   
   
3. Cancel all local business licenses and permits of the ND LLC
   
   
   If the North Dakota LLC has obtained any state, regional, county or city business licenses or permits, there may be cancellation requirements associated with those licenses or permits.  Each of those must be cancelled to avoid any reporting or fiscal obligations the North Dakota LLC may have.  This includes business registration licenses as well as reseller permits.
   
   
4. File IRS Form 966
   
   
   A dissolved North Dakota LLC may be required to file IRS Form 966 with the US Internal Revenue Service.  If a North Dakota LLC is required to file IRS Form 966, that filing is required within 30 days after the final Dissolution plan is approved.  Filing IRS Form 966 lets the Federal Government know that the North Dakota LLC has been legally Dissolved so that it may take the appropriate actions.
   
   
   We can prepare IRS Form 966 for you to file.
   
   
5. Cancel the IRS account associated with the ND LLC's Federal Tax ID (EIN)
   
   
   A Federal Tax ID, or Federal Employer Identification Number (EIN), is like a Social Security Number for the North Dakota LLC.  Once the IRS links an EIN to a North Dakota LLC, that EIN stays with the North Dakota LLC even after the Company has been Legally Closed by the North Dakota Secretary of State.
   
   When the IRS processes the final tax return for the North Dakota LLC, they automatically make the EIN inactive.  However, the account associated with the EIN is not automatically closed.  Closing the account associated with the EIN lessens the likelihood of any problems with the EIN account, or with the IRS, in the future.
   
   If you should decide to revive the North Dakota LLC down the line then the IRS will reactivate the old EIN for your new Business.
   
   Before a North Dakota LLC can close an EIN account, it must be in Good Standing with the IRS.  The North Dakota LLC must have filed all required tax returns and paid any applicable fees and penalties due to the IRS.  The North Dakota LLC cannot close its EIN account until the IRS has received payment for any tax amounts the Company may owe.
   
   
   We can prepare the formal documents which you can sign and submit to the IRS in order to close the account associated with your EIN.
   
   
6. Publish a Notice of Dissolution of the North Dakota LLC
   
   
   After the Notice of Dissolution the ND Limited Liability Company has been submitted to the North Dakota Secretary of State, a North Dakota LLC may choose to notify its creditors and claimants by publishing a Dissolution Notice once each week for four consecutive weeks in an official newspaper in the ND county where the North Dakota LLC's registered office is located.
   
   A ND Limited Liability Company that does not give notice may file Articles of Dissolution and Termination with the North Dakota Secretary of State after the payment of all debts and the resolution of all claims; or at least two years have passes since the filing of the Notice of Dissolution with the North Dakota Secretary of State.
   
   
   We can prepare a Notice of Dissolution and make sure it gets published according to the ND Secretary of State's rules.
7. Keep Records of all Pertinent Business Documents
   
   
   In order to avoid problems down the line, you should keep copies of all tax filings, contracts and employment records on file as well as Certified Copies of all company documents filed with the Secretary of State.  This includes your Formation Documents - your original Articles of Organization and any Amendments - and all Dissolution douments.

You notify the IRS that your North Dakota LLC has been Closed on the final tax return that is filed for your Business. 

If you have employees and file taxes quarterly with IRS Form 941, Employers Quarterly Tax Return, check the appropriate box on that form to let the IRS know that your LLC has Closed.  If you file yearly taxes do the same on IRS Form 944, Employers Yearly Tax Return. You should also attach a statement to the return showing the name of the person keeping the payroll records and the address where those records will be retained.

When you opened your North Dakota LLC you most likely were assigned a Federal Employer Identification Number (EIN).  Once the IRS links an EIN to a LLC, that EIN stays with the LLC even after the Company has been Dissolved.  If you don't plan to reopen your North Dakota LLC after it has been Closed, you should cancel the EIN account that has been assigned to your Company.

The time it takes to Dissolve a North Dakota LLC varies depending on how long it takes to complete the actions that are required in each specific case - holding meetings, closing accounts, distributing assets, etc.

Once the initial actions are completed, the North Dakota Secretary of State usually takes around 4-5 business weeks to process the Articles of Dissolution and Termination.

Processing times for North Dakota LLC Dissolution filings vary depending on the work load of the Secretary of State's staff.  We've found that normal processing of North Dakota Dissolution filings takes the state around 4-5 business weeks.

We are dependent on, and have no control over, the staff and systems of the North Dakota Secretary of State .  In our experience 4-5 business weeks is the time it usually takes the North Dakota Secretary of State to process a North Dakota Dissolution filing.  We get your North Dakota LLC Dissolution filing to the ND Secretary of State as soon as possible after we receive your order.  Once it is at the state we have no control over the North Dakota Dissolution approval process.

The total cost to Legally Close a North Dakota LLC varies depending on exactly what is required for each specific ND Dissolution.  We charge $249 plus any state fees for our North Dakota LLC Dissolution services. This includes:

We also offer these North Dakota LLC Dissolution services separately as explained below.

If there are Foreign Limited Liability Companies in states other than North Dakota that are tied to the Domestic North Dakota LLC then each of those Foreign LLCs must be Dissolved before the North Dakota LLC can be legally Dissolved.

A North Dakota Limited Liability Company may revoke the Notice of Dissolution prior to filing Articles of Dissolution and Termination with the ND Secretary of State by filing a Notice of Revocation of Voluntary Dissolution with the North Dakota Secretary of State.