What is North Dakota LLC Dissolution? |
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A North Dakota LLC is created when the ND Secretary of State approves 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.
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A North Dakota LLC is created when the ND Secretary of State approves 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.
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Why do I need to Dissolve a North Dakota LLC? |
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 the North Dakota LLC does not file reports or pay taxes then that ND Limited Liability Company could be responsible for
penalties which go up as time goes by.
Unless you Dissolve 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.
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What do I have to do to Dissolve a North Dakota LLC? |
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North Dakota LLC Dissolution is one part of a larger process commonly called the "Winding Up" process.
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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.
What you have to do both before and after the North Dakota LLC is Dissolved largely depends on if the North Dakota LLC has commenced business
and how many assets, debts and liabilities, if any, that the ND Limited Liabilty Company has.
If the North Dakota LLC has not commenced business then the ND Limited Liability Company Dissolution process is easier.
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What do I have to do before I Dissolve a North Dakota LLC? |
Things you need to do before you Dissolve a North Dakota LLC.
1. Hold a Members meeting and record a resolution to Dissolve the North Dakota LLC
2. File a Notice of Dissolution with the ND Secretary of State
3. File all required Annual Reports with the North Dakota Secretary of State
4. Clear up any business debt
5. Pay all taxes and administrative fees owed by the North Dakota LLC
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1. Hold a Members meeting and record a resolution to Dissolve the North Dakota LLC
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If the North Dakota LLC has any Members then a meeting should be held and a vote to Dissolve the North Dakota Limited Liability Company taken.
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 minutes or approvals into a form that is legally recognized by the North Dakota Secretary of State.
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2. File a Notice of Dissolution with the ND Secretary of State
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The Statement of Intent 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.
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3. File all required Annual Reports with the North Dakota Secretary of State
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The North Dakota Secretary of State will not approve the Dissolution of a ND LLC until all required
reports have been filed.
- We can file any required Annual Report with the ND Secretary of State.
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4. Clear up any business debts
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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.
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5. Pay all taxes and administrative fees owed by the North Dakota LLC
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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.
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What do I have to do after I Dissolve a North Dakota LLC? |
Things you have to do after you Incorporate in North Dakota.
1. Distribute all remaining assets of the North Dakota LLC
2. Close all business bank accounts of the North Dakota LLC
3. Cancel all local business licenses and permits
4. File Form 966 with the IRS
5. Cancel the IRS account associated with the ND LLC's Federal Tax ID (EIN)
5. Publish a Notice of Dissolution of the North Dakota LLC
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1. Distribute all remaining assets of the North Dakota LLC
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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.
All distributions to LLC Members must be reported to the IRS.
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2. Close all business bank accounts of the North Dakota LLC
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If there are any business accounts that have been opened for the North Dakota LLC then those accounts must be closed.
If Company Business accounts are left open there may be liability and obligations of the Dissolved North Dakota LLC which could
lead to legal problems down the line.
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3. Cancel all local business licenses and permits of the ND LLC
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If the North Dakota LLC has obtained any state, regional, county or city business licenses or permits, each
of those must be cancelled to avoid any reporting or fiscal obligations of the North Dakota LLC.
This includes business registration licenses as well as reseller permits.
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4. File IRS Form 966
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Most Dissolved North Dakota LLCs must file IRS Form 966 with the US Internal Revenue Service.
If a North Dakota LLC is required to file IRS Form 966, the 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.
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5. Cancel the IRS account associated with the ND LLC's Federal Tax ID (EIN)
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A Federal Tax ID, or Federal Employer Identification Number (EIN), is like the 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 Dissolved 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 revivie 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.
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6. Publish a Notice of Dissolution of the North Dakota LLC
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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.
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How long does it take to Dissolve a North Dakota LLC? |
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.
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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.
PLEASE NOTE: WE CANNOT GUARANTEE NORTH DAKOTA SECRETARY OF STATE PROCESSING TIMES.
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 ASAP.
Once it is at the state we have no control over the North Dakota Dissolution approval process.
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How much does it cost to Dissolve a LLC in North Dakota? |
The total cost to Dissolve a North Dakota LLC varies depending on exactly what is required for each specific
ND Dissolution.
We charge $224.00 plus any state fees for our North Dakota LLC Dissolution services. This includes:
- Same day processing
- Transcribe minutes of Members meeting which proposes Dissolution
- Prepare and file Articles of Dissolution and Termination 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 LLC Dissolution services separately as explained on the right side of this web page.
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What do I have to do if I want to Dissolve a Foreign LLC that is tied to a ND Domestic LLC? |
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If there are Foreign LLCs 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 is legally Dissolved.
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Can I revoke Dissolution after it is approved by North Dakota? |
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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.
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Do I have to 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.
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