The process of Legally Closing a Corporation in North Dakota is called Dissolution.  After a North Dakota Corporation 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 Corporation is created when the ND Secretary of State approves the Formation Documents - Articles of Incorporation.  A record of the North Dakota Corporation is added to the list of Corporations which have officially registered with the North Dakota Secretary of State.  Once a Corporation is registered with the North Dakota Secretary of State, that Corporation 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 Corporation 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 Corporation 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 Corporation, that North Dakota Corporation is said to be Dissolved.  The process of Dissolving a North Dakota Corporation is called North Dakota Corporation Dissolution.

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

The ND Corporation Dissolution process includes the filing of an Intent to Dissolve the North Dakota Corporation followed by the filing of Articles of Dissolution. The filing of an Intent to Dissolve a North Dakota Corporation is not the Dissolution of the North Dakota Corporation. If the Articles of Dissolution are not filed by the time the next Annual Report of the ND Corporation is due, then the North Dakota Corporation must file the Annual Report to avoid Administrative Dissolution.

After a North Dakota Corporation has been dissolved, any of its former officers, directors or shareholders may assert or defend, in the name of the ND Corporation, any claim by or against the North Dakota Corporation.

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

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

North Dakota Corporation 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 Corporation 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 Corporation. 

When a North Dakota Corporation is originally created, the Organizers may create Bylaws that define how the Corporation will be run.  The Bylaws may include pretty much anything that has to do with running the Corporation, including specific requirements which need to be followed before the Corporation may be Legally Closed.  Before you do anything else, you should review the Bylaws 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 Corporation is Dissolved largely depends on how much stock, if any, has been issued and how much and what kind of debts and liabilities that the North Dakota Corporation has.  If the North Dakota Corporation has not commenced business then the ND Corporation Dissolution process is easier.

1. Hold a Board of Directors meeting and record a resolution to Dissolve the North Dakota Corporation
   
   If a Board of Directors has been appointed for the North Dakota Corporation, then the Board is required to adopt a resolution to Dissolve the ND Corporation.  There should be a majority of Board Members who vote Yes to Legally Close the company.  A formal date on which the Corporation will be closed should be specified.  Minutes of the meeting should be recorded and retained in the business records.  If the Board of Directors has not been appointed then the Incorporator(s) have to apply for Dissolution of the North Dakota Corporation.
   
   We can transcribe and compile any minutes or approvals into a form that is legally recognized by the North Dakota Secretary of State.
   
   
2. Hold a Shareholder meeting to approve Dissolution of the North Dakota Corporation
   
   If a North Dakota Corporation has issued shares of stock then a meeting of the Shareholders (owners) must be held and recorded. A majority of Corporate Shareholders must approve the Dissolution plan.  The approval actions should be documented and kept in the business records.
   
   If no shares have been issued then the North Dakota Corporation Dissolution process is easier.
   
   
   If necessary, we can transcribe and compile minutes into a form that is legally recognized by the North Dakota Secretary of State.
   
   
3. File a Intent to Dissolve with the ND Secretary of State
   
   The Intent to Dissolve must be filed with the North Dakota Secretary of State before initiating the final stages of the North Dakota Corporation Dissolution process.
   
   
   We can prepare your Intent to Dissolve and file it with the ND Secretary of State.
   
   
4. 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 Corporation until all required administrative reports have been filed.
   
   We can file any requiredAnnual Reports with the ND Secretary of State.
   
   
5. Clear up any business debts
   
   All creditors of a North Dakota Corporation should be given notice of the pending Corporation 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.
   
   
6. Pay all taxes and administrative fees owed by the North Dakota Corporation
   
   The North Dakota Secretary of State will definitely not approve the Dissolution of a North Dakota Corporation until all outstanding taxes and applicable registration and administrative fees have been paid.

1. Distribute all remaining assets of the North Dakota Corporation
2. Close all business bank accounts of the North Dakota Corporation
3. Cancel all local business licenses and permits
4. File Form 966 with the IRS
5. Cancel the IRS account associated with the ND Corporation's Federal Tax ID (EIN)
6. Publish a Notice of Dissolution of the North Dakota Corporation
7. Keep Records of all Pertinent Business Documents

1. Distribute all remaining assets of the North Dakota Corporation
   
   If the North Dakota Corporation has any remaining assets, these may be divided according to the Shareholders' ownership interests in the ND Corporation. All distributions to Corporate Shareholders must be reported to the IRS.  Refer to the Corporation Bylaws for specific requirements, if any, for asset distribution.
   
   
2. Close all business bank accounts of the North Dakota Corporation
   
   If there are any business accounts that have been opened for the North Dakota Corporation then those accounts must be closed.  If any Corporate business accounts are left open there may be liability and obligations of the Dissolved North Dakota Corporation which could lead to legal problems.
   
   
3. Cancel all local business licenses and permits of the ND Corporation
   
   If the North Dakota Corporation 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 Corporation may have.  This includes business registration licenses as well as reseller permits.
   
   
4. File IRS Form 966
   
   A Dissolved North Dakota Corporations may be required to file IRS Form 966 with the US Internal Revenue Service.  This 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 Corporation 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 Corporation'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 Corporation.  Once the IRS links an EIN to a North Dakota Corporation, that EIN stays with the North Dakota Corporation even after the Company has been Dissolved by the North Dakota Secretary of State.
   
   When the IRS processes the final tax return for the North Dakota Corporation, 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 Corporation down the line the IRS will reactivate the old EIN for your new Business.
   
   Before a North Dakota Corporation can close an EIN account, it must be in Good Standing with the IRS.  The North Dakota Corporation must have filed all required tax returns and paid any applicable fees and penalties due to the IRS.  The North Dakota Corporation 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 Corporation
   
   After the Intent to Dissolve the ND Corporation has been submitted to the North Dakota Secretary of State, a North Dakota Corporation may choose to notify its creditors and claimants by publishing a Notice of Dissolution once each week for four consecutive weeks in an official newspaper in the ND county where the North Dakota Corporation's registered office is located.
   
   A ND Corporation that does not give notice may file Articles of Dissolution 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 Intent to Dissolve 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 Incorporation and any Amendments - and all Dissolution douments.

You notify the IRS that your North Dakota Corporation 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 Corporation 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 Corporation you most likely were assigned a Federal Employer Identification Number (EIN).  Once the IRS links an EIN to a Corporation, that EIN stays with the Corporation even after the Company has been Dissolved.  If you don't plan to reopen your North Dakota Corporation 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 Corporation 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.

Processing times for North Dakota Corporation 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 Corporation 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 Dissolve a North Dakota Corporation varies depending on exactly what is required for each specific ND Dissolution. We charge $249 plus any state fees for our North Dakota Corporation Dissolution services. This includes:

• Same day processing
• Transcribe minutes of Board of Directors meeting which proposes Dissolution
• Transcribe minutes of Shareholders meeting at which Dissolution was approved
• Prepare and file Articles of Dissolution with the North Dakota Secretary of State
• Prepare US IRS Form 966 for you to sign and file
• Prepare documents to cancel Federal EIN account
• Certified copy of Dissolution filing from ND Secretary of State
• Priority Mail Delivery of all documents
• Unlimited Customer Support

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

If there are Foreign Corporations in states other than North Dakota that are tied to the Domestic North Dakota Corporation then each of those Foreign Corporations must be Dissolved before the North Dakota Corporation can be legally Dissolved.

A North Dakota Corporation may revoke the Intent to Dissolve prior to filing Articles of Dissolution with the ND Secretary of State by filing a Revocation of Voluntary Dissolution with the North Dakota Secretary of State.

A North Dakota Corporation company name becomes available for anyone to use when the ND Corporation is Dissolved by the North Dakota Secretary of State. There are no Corporation company name protections in North Dakota once a ND Corporation has been Dissolved.

After the Intent to Dissolve the ND Corporation has been submitted to the North Dakota Secretary of State, a North Dakota Corporation may choose to notify its creditors and claimants by publishing a Notice of Dissolution once each week for four consecutive weeks in an official newspaper in the ND county where the North Dakota Corporation's registered office is located.

A ND Corporation that does not give notice may file Articles of Dissolution 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 Intent to Dissolve with the North Dakota Secretary of State.