Question 1

How do I dissolve a North Dakota corporation, and why are there two separate filings?

Accepted Answer

Because the statute splits the stop from the finish. Century Code Section 10-19.1-108 requires a notice of intent to dissolve to be filed with the Secretary of State once shareholders approve, and it carries three items: the corporation's name, the date and place of the approving meeting, and a statement that the requisite shareholder vote was received or that all shareholders entitled to vote signed a written action. Filing that notice is what makes the corporation stop carrying on business except as necessary to wind up, while corporate existence continues for winding-up purposes. The articles of dissolution are the closing instrument, filed only once the creditor route you chose is complete, and the Secretary of State then issues a certificate of dissolution under Section 10-19.1-113.1. A corporation that never issued shares skips step one entirely.

Question 2

Do I need tax clearance from the North Dakota Office of State Tax Commissioner before dissolving?

Accepted Answer

No, and there is no third-agency paper to chase. Chapter 10-19.1 contains no tax clearance requirement anywhere across its full text, the Office of State Tax Commissioner publishes no clearance or consent form for closing a business, and Section 10-19.1-113.1 limits the Secretary of State to two checks: that the articles of dissolution conform to law, and that all fees under Section 10-19.1-147 have been paid. North Dakota also has no final-return recital on the instrument, unlike states that make you swear the final return has been or will be filed. Your final income, withholding and sales tax returns and account closures still have to be handled directly with the Office of State Tax Commissioner; they just are not a precondition to the filing.

Question 3

How much does it cost to dissolve a North Dakota corporation?

Accepted Answer

Thirty dollars in filing fees if shares have been issued, split across two filings. Section 10-19.1-147 sets ten dollars for the intent filing (subsection 17) and twenty dollars for the articles of dissolution (subsection 19), and the Secretary of State's corporation fee page prints the same pair as $10 and $20. A corporation that never issued shares files only articles of dissolution and pays $20. A notice of revocation, if you stop the process before the articles are filed, is another $10 under subsection 18. One clarification worth making: the $20 and $60 late fees and the $135 reinstatement fee in subsection 24 are annual report penalties, not dissolution costs, and there is no expedite surcharge in the fee statute at all.

Question 4

Should my North Dakota corporation publish notice to creditors or take the two-year route?

Accepted Answer

It is a speed-versus-privacy trade, and North Dakota is unusual in writing both options into the statute. Section 10-19.1-110 is the publishing route: once each week for four successive weeks in an official newspaper in the county or counties of the registered office and the principal executive office, plus written notice to known creditors, with claims due ninety days out. Pay or provide for the claims that arrive and the articles of dissolution can be filed. Section 10-19.1-110.1 is the quiet route: no publication, no newspaper cost, but the articles cannot be filed until every known creditor is paid or provided for, and the claims bar does not close until two years after the notice of intent was filed. A business with a clean, short creditor list often prefers the ninety days.

Question 5

How long after the notice of intent can a North Dakota corporation file its articles of dissolution?

Accepted Answer

It depends on the route and on whether anyone pushes back. On the publishing route under Section 10-19.1-110, the floor is the ninety-day claim period, measured from first publication or from written notice to a given creditor, whichever is later for that creditor, with all claims filed in that window paid or provided for. If the corporation rejects a claim, the wait stretches to the longest of sixty days from the rejection, one hundred eighty days from the notice of intent filing, or ninety days after notice was given, and there must be no pending proceedings started inside that window. On the no-notice route under Section 10-19.1-110.1, you can file as soon as every known creditor is paid or provided for, or in any event after two years have elapsed. Separately, Section 10-19.1-124 lets a creditor with good cause ask a court within one year after the articles are filed to allow a claim against undistributed assets, or against a shareholder up to what that shareholder actually received.

Question 6

Who has to approve dissolving a North Dakota corporation?

Accepted Answer

Shareholders, by a majority of the voting power, after a specific notice. Section 10-19.1-107 requires written notice to each shareholder whether or not entitled to vote, and the notice must state that a purpose of the meeting is to consider dissolving the corporation. Approval is then by the affirmative vote of the holders of a majority of the voting power of all shares entitled to vote. Written action signed by all shareholders entitled to vote works as an alternative, since Chapter 10-19.1 defines a vote to include authorization by written action, and the notice of intent can recite that instead of a meeting result. If the corporation no longer has any outstanding shares, the directors may authorize and commence the dissolution themselves, and the notice of intent has to say so.

Question 7

Where do I file North Dakota dissolution paperwork, and which form number should I use?

Accepted Answer

File with the Office of the Secretary of State, Business Services, 600 E Boulevard Avenue Dept 108, Bismarck, ND 58505, through the FirstStop portal, and do not go looking for a form number. The Secretary of State's public form catalog was read in full on October 8, 2026: all sixty-four forms in it, and it contains no articles of dissolution and no intent to dissolve form for any entity type. The SFN numbers that filing-service and template sites still advertise for North Dakota dissolution return a 404 from the state's own form repository. The Secretary of State's fee page labels the two filings simply Intent to Dissolve and Dissolution. Build the content from Sections 10-19.1-108 and 10-19.1-110 or 10-19.1-110.1 and submit it in FirstStop.

Question 8

Can a North Dakota corporation that is not in good standing still file articles of dissolution?

Accepted Answer

The statute carves dissolution out of the freeze. Section 10-19.1-146.1 says that until a corporation is restored to good standing the Secretary of State may not accept for filing any document respecting it except those incident to its dissolution or withdrawal. That wording sits in the section about registered agent failures and misrepresentations, so whether it reaches a corporation that is out of good standing purely for a late annual report is a question worth putting to counsel. What is not in doubt is the cost of waiting. Section 10-19.1-146 puts a corporation out of good standing three months after the August 2 annual report deadline and provides that one year past that deadline it ceases to exist and is considered involuntarily dissolved by operation of law, which is a different and messier ending than the one you choose.

North Dakota Articles of Dissolution

Find out where you stand in North Dakota

Introduction

Key Things to Know

Key decisions before you file

Customize your Articles of Dissolution Template with DocDraft

North Dakota Requirements for Articles of Dissolution

Notice of Intent to Dissolve Must Be Filed First

No Tax Clearance and No Tax Commissioner Consent

Two Fees Totalling $30, Not One

Creditor Notice Is Elective and Picks Your Clock

Four Weeks of Publication and a 30-Day Response Window

Majority of the Voting Power After Notice to Every Shareholder

No Published Paper Form, So File Through FirstStop

Dissolution Filings Survive a Loss of Good Standing

Frequently Asked Questions