Dissolving a company in North Dakota
The state-level facts for closing an LLC or corporation in North Dakota: the dissolution filing, its fee, whether tax clearance comes first, and the tax obligations that keep accruing until the filing is accepted. Every fact links to the official government source it was read from.
North Dakota LLC
- Dissolution filing
- Dissolution/Termination filing (domestic LLC) — filed with the North Dakota Secretary of State. (official source)
- Filing fee
- $20 (official source)
- Tax clearance before filing
- Not required before the dissolution filing. (official source)
- Annual report
- LLC annual report is $50 (domestic and foreign), due November 15 each year. Bring reports current before terminating; the obligation ends when the termination is filed. North Dakota has no franchise tax. (official source)
- Final state return
- Pass-through LLCs report on members' or partnership North Dakota returns; an LLC taxed as a corporation files a final Form 40 (Corporation Income Tax Return) with the Office of State Tax Commissioner. (official source)
Worth knowing
- Secretary of State business filings run through the FirstStop online portal (firststop.sos.nd.gov).
- LLC annual reports are due November 15, a different deadline from corporations (August 1 domestic, May 15 foreign).
- Withholding Form 306 must be filed for every period even when no wages were paid, until the account is closed.
- Sales tax permits are not transferable; a buyer of the business must apply for a new permit.
- Unemployment insurance coverage does not end just because payroll stops; close the employer account with Job Service North Dakota.
North Dakota corporation
- Dissolution filing
- Articles of Dissolution (domestic corporation); Intent to Dissolve filed first if shares were issued — filed with the North Dakota Secretary of State. (official source)
- Filing fee
- $20 (official source)
- Tax clearance before filing
- Not required before the dissolution filing. (official source)
- Annual report
- Corporation annual report is $25 (domestic and foreign), due August 1 for domestic corporations (May 15 for foreign). Bring reports current before dissolving; the obligation ends when dissolution is filed. North Dakota has no franchise tax. (official source)
- Final state return
- File a final Form 40 (Corporation Income Tax Return) with the Office of State Tax Commissioner; every corporation doing business in or with income sourced to North Dakota must file. (official source)
Worth knowing
- A corporation that has issued shares files a two-step dissolution: Intent to Dissolve ($10) then Dissolution ($20).
- Corporation annual reports are due August 1 (domestic) / May 15 (foreign) - different from the LLC deadline of November 15.
- Secretary of State business filings run through the FirstStop online portal (firststop.sos.nd.gov).
- Withholding Form 306 must be filed for every period even when no wages were paid, until the account is closed.
- Unemployment insurance coverage does not end just because payroll stops; close the employer account with Job Service North Dakota.
Closing a company is more than the state filing — payroll accounts, sales-tax permits, franchise-tax finals, federal returns, and creditor notices all have their own order and deadlines. A Winddown runbook sequences all of it for your specific company, with drafted consents and creditor notices included.
Sourced from the official pages linked above; facts we could not verify against an official source are shown as links rather than numbers. Requirements and fees change — the linked pages are authoritative. General information, not legal or tax advice.