Are you ready to stop doing business with your North Dakota corporation, but you’re not sure how the official dissolution process works?
The state of North Dakota requires corporations to file documentation of a dissolution, which can differ depending on a couple of key factors. What are these factors, and what does the dissolution process include? In this guide to dissolving a North Dakota corporation, we’ll break down all the relevant details.
If at any point you need help, you can use a service like Incfile or Northwest Registered Agent to handle the process for you.
Rocket Tip: Most company formation services are also able to dissolve your entity for a small fee. They’ll take care of the paperwork so you can move on. Two popular options are LegalZoom and Incfile.
What Does It Mean to Dissolve a Corporation?
In any state, there is a series of steps that needs to be followed in order to properly dissolve a corporation. While this process does vary some from state to state, for the most part it’s necessary to follow this basic plan (unless your corporation has not yet issued shares or started doing business, which we’ll get to shortly):
- Hold a board of directors meeting and formally move to dissolve your corporation. The resolution to dissolve must be agreed upon by a majority of the corporation’s directors. Depending on your corporation’s structure, you may then need to take the vote to your shareholders. Either way, it’s important to take detailed records of this process for your corporate record.
- File the Articles of Dissolution Prior to Issuance of Shares, or the Corporation Intent to Dissolve and the Articles of Dissolution with the North Dakota Secretary of State.
- Fulfill all tax obligations with the state of North Dakota, as well as with the IRS.
- Cancel any relevant licenses and permits, along with closing your business bank account.
- Notify customers, vendors, and creditors of your dissolution.
Most of these steps are fairly self-explanatory, but where many corporation owners run into some confusion is when it comes to the Articles of Dissolution.. With that in mind, let’s dive into the details of this step.
How to Dissolve a North Dakota Corporation by the Board of Directors
Most corporations must be dissolved by the board of directors, and we discussed the necessity of holding a meeting to reach this resolution in the previous section.
If your business has already commenced business and issued shares, there are two separate forms that you will need to file in order to dissolve a corporation. First, you must file the Corporation Intent to Dissolve form, followed by the Articles of Dissolution with the Secretary of State. The Corporation Intent to Dissolve form requires the following information:
- Name of corporation
- Federal ID number
- Method of dissolution authorization
- Signature of authorized representative
- Contact information
- Credit card information (if applicable)
The Articles of Dissolution require the following:
- Name of corporation
- Federal ID number
- Effective date of dissolution
- Affirmation that the notice of intent to dissolve has been filed
- Signature of authorized representative
- Contact information
- Credit card information (if applicable)
The Corporation Intent to Dissolve costs $10 to file while the Articles of Dissolution cost $20. If you want to pay by credit card, you will need to provide the information on both forms. However, if you prefer to pay by check, you must make both checks payable to the “Secretary of State.” You can send the forms and payment to the following address:
Secretary of State
State of North Dakota
600 E Boulevard Ave, Dept. 108
P.O. Box 5513
Bismarck, ND 58506-5513
It can take up to 30 days for the Secretary of State to process the dissolution paperwork.
How to Dissolve a North Dakota Corporation by the Incorporators
Sometimes, entrepreneurs need to dissolve their corporation before shares are issued or any business is transacted. In this situation, the incorporator will need to take responsibility for dissolving the corporation.
If your corporation has not commenced business or issued shares, then you are only required to file one form, the Articles of Dissolution Prior to Issuance of Shares. This form requires the following information:
- Name of corporation
- Date of incorporation
- Federal ID number
- Signatures of directors/incorporators
- Contact information
- Credit card information (if applicable)
The Articles of Dissolution Prior to Issuance of Shares require payment of a $20 filing fee. Checks must be payable to the “Secretary of State.” Once you have provided all of the necessary information, you can send your paperwork to this address:
Secretary of State
State of North Dakota
600 E Boulevard Ave, Dept. 108
P.O. Box 5513
Bismarck, ND 58506-5513
It can take up to 30 days for the Secretary of State to process the dissolution paperwork.
What Else Do I Need to Know About Dissolving a Corporation in North Dakota?
Once the Secretary of State processes the dissolution, anyone else can claim your business name.
Corporations can be administratively dissolved in North Dakota if they fail to file their annual reports on time. If this happens, you can reinstate your corporation within one year of the dissolution by filing any delinquent documents and paying a $135 reinstatement fee.
Conclusion
Dissolving a corporation that has already commenced business and issued shares in North Dakota requires two different forms, while dissolving a corporation that has not commenced business or issued shares only requires one.
Either way, it’s crucial that you complete each step discussed in this guide accurately, because you certainly don’t want to run into any issues with the dissolution process.
We hope this guide helped you answer any questions you might have had about dissolving a North Dakota corporation!