LLC Voluntary Dissolution and Closure Packet
NORTH DAKOTA LLC VOLUNTARY DISSOLUTION AND CLOSURE PACKET
Scope gate. Use only for a consensual, solvent domestic LLC. Excludes disputed or judicial dissolution, insolvency or bankruptcy, merger, conversion, regulated entities, and unresolved authority disputes.
1. ENTITY AND AUTHORIZATION
| Item | Information |
|---|---|
| Exact LLC name | [________________________________] |
| North Dakota system ID | [________________________________] |
| Dissolution date | [__/__/____] |
| Wind-up lead | [________________________________] |
N.D.C.C. § 10-32.1-50 recognizes an operating-agreement event, unanimous member consent, and 90 consecutive days without members.
☐ State record, articles, operating agreement, amendments, and ownership records reviewed.
☐ Operating-agreement event or unanimous written consent attached; effective date and filing authority documented.
Member consent
The undersigned unanimously approve dissolution of [LLC Name] effective [__/__/____] and authorize [Name] to wind up and complete state filings.
| Member | Approves | Signature | Date |
|---|---|---|---|
| [Name] | ☐ Yes ☐ No | [________________] | [__/__/____] |
2. WINDING UP
Section 10-32.1-51 requires discharge of debts and liabilities, settlement and closure of activities, and marshaling and distribution of assets. A Notice of Dissolution and later Articles of Dissolution and Termination are permitted filings.
☐ Stop ordinary business except documented wind-up activity.
☐ Inventory and collect assets; identify debts, taxes, claims, liens, and contingencies; preserve records.
☐ Pay or provide for liabilities before distributions.
| Claimant | Basis | Amount/status | Resolution/reserve |
|---|---|---|---|
| [Name] | [Basis] | [Amount] | [Resolution] |
Section 10-32.1-52 provides an optional known-claim procedure with a deadline of at least 120 days. Use it only after counsel confirms every notice and rejection step.
3. FILING AND CLOSURE
☐ Decide with counsel whether to file the optional Notice of Dissolution before winding up.
☐ After winding up, prepare Articles of Dissolution and Termination through the current FirstStop route; recheck current fields and fees.
☐ Complete final payroll, tax, license, bank, contract, insurance, and foreign-withdrawal work separately.
☐ Retain filing acceptance, distribution ledger, claim resolutions, and records at [Location] through [Date].
Authorized person: [________________________________]
Signature: [________________________________] Date: [__/__/____]
SOURCES AND REFERENCES
- North Dakota Legislative Branch, N.D.C.C. ch. 10-32.1
- North Dakota Secretary of State, business-services forms and FirstStop
Statute and filing-route facts are verified as of 2026-07-27 and must be rechecked immediately before filing.
About This Template
Corporate documents govern how a company makes decisions, records them, and handles disputes between owners, directors, and officers. Proper corporate paperwork is what lets a business take advantage of limited liability, pass clean audits, and survive an acquisition or investor review. Skipping formalities like written resolutions and signed consents is one of the fastest ways for a business owner to lose personal asset protection.
Important Notice
This template is provided for informational purposes. It is not legal advice. We recommend having an attorney review any legal document before signing, especially for high-value or complex matters.
Last updated: July 2026
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