Updated September 4, 2026. Quick answer: a North Dakota for-profit corporation dissolves by filing Articles of Dissolution (preceded by a Notice of Intent to Dissolve); SOS issues a Certificate of Dissolution under N.D.C.C. §§ 10-19.1-107, 10-19.1-108, 10-19.1-109, 10-19.1-110, 10-19.1-110.1, 10-19.1-113.1 for $20, and North Dakota does not gate the filing on a tax clearance certificate.
The filing, and what North Dakota calls it
After shares are issued, dissolution requires shareholder approval by majority vote at a meeting called for that purpose (§ 10-19.1-107), followed by filing a notice of intent to dissolve with the Secretary of State (§ 10-19.1-108), after which the corporation winds up its affairs (§ 10-19.1-109). Articles of dissolution are then filed under § 10-19.1-113.1, and the Secretary of State issues a certificate of dissolution once it determines the articles conform to law and fees are paid.
The tax clearance question
North Dakota does not gate the Articles of Dissolution (preceded by a Notice of Intent to Dissolve); SOS issues a Certificate of Dissolution on a tax clearance certificate. Neither the Business Corporation Act (N.D.C.C. ch. 10-19.1) nor the Secretary of State’s own corporation filing-fee/service page conditions filing of the notice of intent to dissolve or the articles of dissolution on any tax clearance certificate from the ND Office of State Tax Commissioner; the statute chapter contains no reference to a tax commissioner or tax clearance in its dissolution provisions. (N.D.C.C. ch. 10-19.1 (silent on tax clearance); ND Secretary of State, Corporation business-services page) That does not erase the corporation’s final tax filings; it just means the Secretary of State’s office is not the one checking for them before accepting the paperwork.
Creditors and the claims window
North Dakota makes available, but does not require, a formal notice-to-known-and-unknown-creditors procedure, with a 90-day claims-bar window. Giving notice to creditors and claimants is optional (the corporation may give notice, § 10-19.1-110); if given, claims must be received by the later of 90 days after published notice or 90 days after written notice to a known creditor (§ 10-19.1-110(2)(e)), and a rejected claimant then has the longest of 60 days from rejection, 180 days from the notice-of-intent filing, or 90 days from notice (§ 10-19.1-110(3)(b)). If the corporation elects not to give notice, articles of dissolution instead require either payment of all known claims or that at least two years have elapsed since the notice of intent to dissolve was filed (§ 10-19.1-110.1). (N.D.C.C. §§ 10-19.1-110, 10-19.1-110.1)
What the filing costs
The Articles of Dissolution (preceded by a Notice of Intent to Dissolve); SOS issues a Certificate of Dissolution carries a $20 filing fee. $20 to file articles of dissolution (N.D.C.C. § 10-19.1-147(19)); a separate $10 fee applies to filing the statement/notice of intent to dissolve (§ 10-19.1-147(17)), confirmed on the ND SOS corporation fee page.
What this page does not answer
Dissolving the entity at the state level and closing it out with the IRS are two separate processes. A final federal return, IRS Form 966 in some circumstances, and canceling the EIN are governed by federal law, not by North Dakota’s corporation statute, and this cluster does not source them. We have the state-filing answer at primary and the federal-closeout answer not at all.
This page sells nothing and links to no filing service. Dissolving a corporation is a filing-desk task with a statutory answer, and the answer is either in the state’s code and the Secretary of State’s own instructions or it is not.
This page covers a for-profit business corporation. If you are closing an LLC in North Dakota instead, the filing, fee and statute are different: see dissolving an LLC in North Dakota.
Sources
Every citation on this page is statutory or the Secretary of State’s own official filing instructions. No formation service, no registered-agent marketing page and no aggregator is cited anywhere in this cluster; those are the only publishers of the competing versions.
- North Dakota Century Code, Chapter 10-19.1 (Business Corporation Act), official Legislative Assembly text (PDF): https://ndlegis.gov/cencode/t10c19-1.pdf
- ND Secretary of State, Corporation business-services page (fees): https://www.sos.nd.gov/business/business-services/business-structures/corporation