North Dakota: Voluntary LLC Dissolution and Cancellation Requirements

Requirements one by one

The governing law is the North Dakota Uniform Limited Liability Company Act,
named in N.D.C.C. §§ 10-32.1-01, -13, and -50.

All members approve unless the agreement supplies the event

N.D.C.C. § 10-32.1-50 dissolves an LLC upon an event or circumstance stated in
its operating agreement or upon consent of all members. The 90-consecutive-day
memberless event is a separate statutory trigger, not a lower voluntary voting
threshold. Section 10-32.1-13 lets the agreement govern company activities but
does not let it eliminate the required wind-up process.

Dissolution begins a limited wind-up period

Under N.D.C.C. § 10-32.1-51, the dissolved LLC continues only to wind up. It
must discharge debts and other liabilities, settle and close activities, and
marshal and distribute assets. It may preserve the enterprise temporarily,
litigate, transfer property, mediate or arbitrate disputes, and take other
appropriate wind-up steps.

Under N.D.C.C. § 10-32.1-39, the operating agreement determines whether the LLC
is member-, manager-, or board-managed, and those arrangements ordinarily
supply the actors. If no member remains, the last member's legal representative
may act. If that person does not, transferees owning a majority of the rights to
receive distributions may appoint the wind-up person, who must file the
memberless-company information listed in § 10-32.1-51(4).

The creditor claim shortcuts are elective

N.D.C.C. § 10-32.1-52 says the LLC “may” notify known claimants. A compliant
notice gives at least 120 days after receipt to submit a claim. If the LLC
rejects a timely claim with the statutory warning, the claimant has 90 days
after receiving the rejection to sue. This route does not cover liabilities
that were contingent on the dissolution date or claims based on later events.

N.D.C.C. § 10-32.1-53 separately permits one newspaper publication in the
county or counties of the principal executive office, or the last registered
office if there was no in-state principal office. Covered claimants have five
years after publication to start an enforcement action. This route reaches
unnotified claims, timely claims left unacted on, contingent claims, and claims
based on later events.

Creditors come before owner distributions

N.D.C.C. § 10-32.1-54 puts creditors first, including members who are creditors.
The LLC then returns unreturned contributions. For an LLC created after July
31, 2017, the remaining surplus follows contribution value unless the articles
or operating agreement provide otherwise. The older-company default divides
that remainder equally.

The separate solvency rule in N.D.C.C. §§ 10-32.1-31 to -32 bars a distribution
that leaves the LLC unable to pay debts or with assets below liabilities plus
superior dissolution preferences. A recipient who knew of the violation can owe
back the excess, and the action period is two years.

The $20 terminal filing ends legal existence

The optional Notice of Dissolution costs $10. During winding up, the LLC may
file Articles of Dissolution and Termination stating its name and that it is
terminated. N.D.C.C. § 10-32.1-02(51) defines that filing as the event that ends
the LLC as a legal entity, and N.D.C.C. § 10-32.1-92 sets the fee at $20.

The signature comes from a person authorized under the Act, the company records,
or the governing approval described in § 10-32.1-02(49). A memberless LLC uses
the statutory wind-up person; other records may also be signed by an agent.

Filing is immediate unless a permitted delay is stated

N.D.C.C. § 10-32.1-86 requires a Secretary-permitted medium. It makes a filed
record effective on the filing date unless it states a delayed effective date,
which may be no more than 90 days later. The Secretary's public dissolution
section does not identify a termination-specific online or paper route. Confirm
the accepted medium with Business Services before submitting the record.

What trips people up

The internal dissolution decision, winding up, and legal termination are three
different moments. Filing the optional $10 notice does not end the entity. The
$20 Articles of Dissolution and Termination do that after the liabilities and
wind-up work have been addressed.

The fee schedule lists a $10 “statement of revocation of voluntary dissolution
proceedings,” but the current LLC chapter does not state a general procedure for
using that record. N.D.C.C. § 10-32.1-88 is not a substitute: its correction
statement may fix an inaccurate, erroneous, or defectively signed record, but it
“may not revoke or nullify” the filed record.

Common questions

Can a one-member LLC satisfy the unanimous-consent rule?

Yes. Consent of all members means the sole member's consent when the LLC has one
member. Preserve the approval with the company's records even though the
terminal filing states only the LLC name and terminated status.

What happens if every member is gone before winding up?

The last member's legal representative may wind up. If that person declines or
fails, transferees holding a majority of the distribution rights may appoint the
wind-up person under § 10-32.1-51(4).

Does direct notice bar a contingent or later-arising claim?

Not under the known-claim route. Section 10-32.1-52 excludes those claims. The
optional publication procedure in § 10-32.1-53 is the route that covers
contingent claims and claims based on events after dissolution, subject to its
five-year action period.

Statutes and sources

• N.D.C.C. §§ 10-32.1-02, -13, -31 to -32, -39, and -50 to -54 — approval, winding up, claims, distributions, termination, and signing; accessed July 28, 2026.
• N.D.C.C. §§ 10-32.1-86, -88, and -92 — filing effect, correction, and fees; accessed July 28, 2026.
• North Dakota Secretary of State LLC page — current domestic dissolution/termination fee; accessed July 28, 2026.
• North Dakota Secretary of State Maintain Registration page — public dissolution/termination guidance; accessed July 28, 2026.