North Dakota: Corporation Voluntary Dissolution and Closure Requirements

Requirements one by one

Governing law, entity, and route scope

North Dakota uses a staged closure. N.D.C.C. §§ 10-19.1-105 to -113.1 separate
the pre-share shortcut from the ordinary post-share route and separate the
$10 notice that starts winding up from the $20 articles that lead to the final
certificate.

Pre-share or pre-business simplified route

The shortcut is limited to a corporation that has issued no shares. Under
N.D.C.C. § 10-19.1-106, a majority of incorporators or directors signs direct
Articles of Dissolution stating the name and incorporation date, no share
issuance, return of subscriber consideration less organization expenses, and no
unpaid debts. Filing those articles dissolves the corporation, and the Secretary
of State issues the certificate.

Unlike several model-act states, merely not having begun business is not an
independent eligibility path here.

Board proposal, recommendation, and conditions

For a corporation with outstanding shares, N.D.C.C. § 10-19.1-107 does not
state a separate board-proposal, board-recommendation, or board-approval gate;
the operative approval is the shareholder vote. If no shares remain
outstanding, directors themselves may authorize and commence dissolution and
retain the statutory right to revoke it.

Shareholder notice, vote, consent, and groups

Every shareholder receives notice, whether entitled to vote or not, and the
notice must identify dissolution as a meeting purpose. N.D.C.C. § 10-19.1-73
generally sets the notice between 10 and 50 days, although the articles or bylaws
may provide a shorter minimum.

Approval under N.D.C.C. § 10-19.1-107 requires a majority of the voting power
of all shares entitled to vote, not merely a majority present. The notice-of-
intent recital in § 10-19.1-108 recognizes written action only when all
shareholders entitled to vote signed it, consistent with N.D.C.C. § 10-19.1-75.
Section 107 states no separate class-or-series voting-group requirement.

Dissolution filing, signer, fee, and effect

The first filing is the $10 notice of intent under N.D.C.C. § 10-19.1-108. It
states the name, meeting date and place, and either the requisite vote or
unanimous written action. After winding up through the selected claim route,
the corporation files $20 Articles of Dissolution containing the route-specific
recitals in §§ 10-19.1-110 or -110.1.

The Secretary of State then issues the certificate under N.D.C.C.
§ 10-19.1-113.1. Dissolution is effective when that certificate issues or on a
date stated in the articles no more than 30 days after filing. N.D.C.C.
§ 10-19.1-01(58) permits reproduced and electronic signatures by a person
authorized by the Act, governing documents, or a proper board or shareholder
resolution.

Reports, tax clearance, and agency steps

The current dissolution sections and Secretary of State corporation page state
no universal tax-clearance certificate, final tax return, or final annual-report
attachment prerequisite. N.D.C.C. § 10-19.1-147 instead fixes the state filing
charges at $10 for the notice and $20 for the final articles. Tax, payroll,
license, permit, and other account closures remain separate work.

Winding up, liabilities, and distributions

After the notice filing, N.D.C.C. §§ 10-19.1-108 to -109 stop ordinary business
and continue corporate existence only until revocation or final articles for
winding up. The board or directed officers collect corporate debts, pay or make
provision for known obligations according to priority, and choose the statutory
claim route.

During that period, directors may dispose of all or substantially all assets
without another shareholder vote. Only property left after payment or adequate
provision for liabilities is distributed to shareholders.

Known, unknown, and contingent claims

N.D.C.C. § 10-19.1-109 requires the corporation to choose between the two paths.
Under N.D.C.C. § 10-19.1-110, notice means both publication once a week for four
successive weeks in the registered-office and principal-office counties and
written notice to known creditors. Claims get at least 90 days. The corporation
has 30 days after receipt to accept or reject; silence means acceptance. A
rejected claimant receives the longest of 60 days after rejection, 180 days
after the notice-of-intent filing, or 90 days after notice to pursue a remedy.

Under N.D.C.C. § 10-19.1-110.1, a corporation that does not give those notices
files final articles after paying or providing for all known claims, or after
two years from the notice of intent. The same two-year period ordinarily bars a
creditor who did not file or pursue a remedy.

N.D.C.C. § 10-19.1-124 preserves two important limits: a claimant may seek
good-cause relief within one year after the final articles, and dissolution does
not affect statutory or common-law personal-injury and death claims.

Revocation, termination, and survival

Revocation exists only before final Articles of Dissolution. Under N.D.C.C.
§ 10-19.1-112, voting shareholders receive meeting notice and holders of a
majority of all entitled voting power approve; the directors act when the
no-outstanding-shares branch applied. The $10 revocation notice restores the
right to conduct business when filed.

After the final certificate, N.D.C.C. §§ 10-19.1-124 to -126 preserve the
specified claims and allow former officers, directors, or shareholders to sue or
defend in the corporation's name. A court may transfer title to property omitted
after debts and distributions were completed.

Foreign, insolvency, and judicial boundaries

Domestic dissolution does not withdraw authority elsewhere. A foreign
corporation in North Dakota uses a separate $20 withdrawal filing shown in
N.D.C.C. § 10-19.1-147 and the Secretary of State's current fee list.

After the notice of intent and before the final certificate, N.D.C.C.
§§ 10-19.1-114 to -116 permit supervised voluntary dissolution and receivership.
Deadlock, illegal, fraudulent or unfairly prejudicial conduct, waste, and
qualifying creditor matters follow those court provisions, not the ordinary
consensual route.

What trips people up

Filing the notice of intent is not final dissolution. It starts the windup and
freezes ordinary business, but corporate existence continues until revocation
or the final articles. Revocation disappears as an option once those final
articles are filed.

The creditor-notice route is not just a newspaper ad. N.D.C.C.
§ 10-19.1-110 requires four weekly publications and direct written notice to
known creditors, and its final articles wait for the statute's claim and remedy
periods.

Common questions

Can the board sell all corporate assets during winding up?

Yes. N.D.C.C. § 10-19.1-109 permits that disposition after the notice of intent
without another shareholder vote, subject to paying or providing for liabilities
before distributions.

Can someone pursue a personal-injury claim after dissolution?

Dissolution itself does not alter statutory or common-law personal-injury or
death rights under N.D.C.C. § 10-19.1-124(4).

Who handles property found after final dissolution?

N.D.C.C. § 10-19.1-126 permits a North Dakota court to transfer title to omitted
assets remaining after debts and shareholder distributions.

Statutes and sources

• N.D.C.C. §§ 10-19.1-01, -73, and -75 — signatures, meeting notice, and
  written action. Official chapter PDF,
  accessed August 22, 2026.
• N.D.C.C. §§ 10-19.1-105 through -113.1 — early dissolution, authorization,
  notice of intent, winding up, creditor routes, revocation, and final certificate.
  Official chapter PDF, accessed
  August 22, 2026.
• N.D.C.C. §§ 10-19.1-114 through -126 — supervised dissolution,
  receivership, claims exceptions, litigation, and omitted assets.
  Official chapter PDF, accessed
  August 22, 2026.
• N.D.C.C. § 10-19.1-147 — $10 intent/revocation, $20 articles, and $20
  foreign-withdrawal charges. Official chapter PDF,
  accessed August 22, 2026.
• North Dakota Secretary of State corporation page — current entity scope
  and filing charges. Official guidance,
  accessed August 22, 2026.