Voluntary LLC Dissolution and Cancellation Requirements in North Dakota

At a glance

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. N.D.C.C. § 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.