How to Dissolve a Corporation in North Dakota

There are several reasons for dissolving a corporation. It could be due to bankruptcy, an internal dispute, among other reasons. 

Suppose you are a business owner and decide to cease your business’s operation. In that case, there are many things that you have to do before your corporation is officially out of business. You don’t just simply stop and then disappear. 

With that said, here are the things you should know when dissolving a corporation in North Dakota.

What It Means to Dissolve a North Dakota Corporation

There are some steps a business owner must follow to dissolve his corporation. There may be a few differences between the processes in different states, but most of the steps are similar. Despite the variations of the steps in other states, you must follow the steps below.

  • The first step in dissolving a corporation is to hold a board meeting with all the board members present. They all must be aware of the initiative to dissolve the corporation. 

        Despite the initiative, there must still be a resolution in which most of the board members approve to dissolve the corporation. The shareholders may also need to take part in the voting, but that depends on your organization’s structure. This process must be thoroughly recorded and then stored in the corporate record.

  • After this, proceed to the North Dakota Secretary of State to file either the Articles of Dissolution before issuance of Shares or the intent to Dissolve for a Corporation and the Articles of Dissolution which will be discussed below.
  • Next, you have to complete all of the IRS tax requirements with the State of North Dakota. 
  • After this, all your business licenses and permits must be canceled, and all your business bank accounts must be closed. 
  • Lastly, concerning your employees, vendors, customers, and everyone who has a connection to the company, notify them of the initiative to dissolve the company.

These steps are easy enough to understand, and you should have no trouble going through with each of them. The only step in this process, which causes the most confusion and is the most complex, is the Articles of Dissolution and the other documents you’ll file which will be discussed further in the section below.

Dissolving a North Dakota Corporation by the Board of Directors

As discussed above, the first step of dissolving a corporation is by holding a meeting and informing all board members of the plan to dissolve the company. 

For those corporations in the state of North Dakota that have initiated business and have already issued shares, they need to file two different documents. First is the Intent to Dissolve a Corporation Form after which you’ll file the Articles of Dissolution with the North Dakota Secretary of State.

When filling up the Articles of Dissolution, you will need to put in some information for the forms you’ll be submitting. This includes the following:

  • the name of your corporation
  • the names, addresses, and the positions held by the corporate officers
  • the date of the authorization of the dissolution
  • the addresses and names of the corporate directors
  • the date to which the dissolution was filed
  • the date to which the dissolution will be effective
  • the signature of the representative authorized by the company. 

There’s a cost for each of the documents you’ll file. A 10 dollars payment for the Intent to Dissolve a Corporation and a 20 dollars payment for the Articles of Dissolution. You can pay with your credit card and then provide the information on the forms, or you can write a check that is payable to the North Dakota “Secretary of State” for each of the payment and then mail the forms and the checks to the address:

Secretary of State

State of North Dakota

600 E Boulevard Ave, Dept. 108

P.O. Box 5513

Bismarck, ND 58506-5513

It would take the Department of State in North Dakota about 30 days to complete the processing of the documents.

Dissolving a North Dakota Corporation by the Incorporators

There are instances wherein a corporation is dissolved before issuing the shares or before any business transaction has ensued. In these cases, it is the incorporator’s responsibility to spearhead the initiative of dissolving the corporation.

For all those corporations in the State of North Dakota that have not yet issued shares or had any business transaction, you will need to file only one document with the North Dakota Secretary of State which is the Articles of Dissolution before issuance of Shares you’ll have to fill in information that is similar to those listed above for the Articles of Dissolution.

The Articles of Dissolution before issuance of Shares attracts a fee of 20 dollars as the filing fee. You can pay by writing a check that is payable to the North Dakota “Secretary of State”. You’ll submit the document to the address above. The duration of time it takes is the same as above.

Dissolving a Corporation in North Dakota: Other Things You Should Know

You can’t claim your business name after you have filed for a voluntary business dissolution. In essence, your business name can be claimed by someone else in the state of North Dakota.

There are some instances wherein the North Dakota State will be the one to initiate dissolution. This is known as administrative dissolution or involuntary dissolution. 

This can happen if a corporation or a company refuses or fails to submit its annual reports by the deadline. If you are subjected to involuntary dissolution, you have the option to reinstate your business.

Conclusion

Whether you plan on dissolving your corporation, which has already issued shares and has started making business transactions, or a corporation that hasn’t commenced business yet, the process remains the same in the state of North Dakota. 

The only significant difference is in the form that you need to file. Hopefully, this article has been a great help to you in dissolving your corporation in the State of North Dakota.