North Dakota Foreign Registration / Leaving the state

Withdrawing a foreign LLC from North Dakota

A foreign LLC withdraws from North Dakota by filing an application for withdrawal with the Secretary of State for $20, under N.D.C.C. 10-32.1-81, and receiving a certificate of withdrawal. A foreign corporation pays $20. We prepare the filing for $199.

Withdrawal at a glance

Filing: Application for withdrawal of a foreign limited liability company
Statute: N.D.C.C. 10-32.1-81
LLC fee: $20
Corporation fee: $20
Result: A certificate of withdrawal from the Secretary of State
Filed through: the FirstStop Portal

What the application states

The statute has the LLC state the company name and home state, a statement that it is not transacting business here, a surrender of its authority, consent that service for claims arising here may be made under the registered agent statute, and a mailing address for process. The last two items matter: they keep the door open for claims that arose while the LLC was authorized, by allowing service through the state's registered agents chapter.

Withdrawal is not automatic

An LLC may withdraw only by procuring a certificate of withdrawal. Closing the business, or letting the home-state registration lapse, does not end the North Dakota registration, and the annual report duty continues. A foreign business that stops reporting is put into Not Good Standing and can have its authority revoked.

Before you file

Before you file, clear any annual report that is due and any fee still owing. The Secretary of State advises talking to an attorney, tax professional or business advisor before dissolving, terminating or withdrawing a business registration. Check whether any North Dakota licenses or permits depend on the registration, and whether you still owe North Dakota taxes. Those questions are outside the Secretary of State's filing.

Who signs and who pays

An authorized person signs for the LLC. The fee is $20 and is paid when the application is submitted. We confirm the current form fields when we prepare your filing.

Service of process after withdrawal

The application agrees that, for a claim arising in North Dakota during the authorized period, service can follow the registered agents chapter. In practice the LLC stays reachable, through the Secretary of State and the mailing address it gives, for matters from the time it did business here.

Withdrawal for other entities

A foreign corporation withdraws for $20. A foreign limited partnership pays $25 and a foreign limited liability partnership $10. Write to us for those; the filing differs.

What it costs to leave

Registering and then withdrawing costs $155 in state fees, and one report in between makes it $205. A corporation's equivalents are $165 and $190.

Withdraw or stay registered?

Withdraw if the LLC has no further North Dakota business and no plans for any. Stay registered if a project may return, since the full fee of $135 applies again when a withdrawn LLC re-registers. The yearly report of $50 is the price of keeping the option.

If the LLC was revoked first

If the Secretary of State has already revoked the certificate for a missed report, the way back is reinstatement, which needs the past-due reports and the $135 reinstatement fee. Reinstatement and withdrawal are different filings, so decide which you want.

Dates and records to settle

Pick the date the LLC stops doing business here and keep it consistent across your records. Final North Dakota payroll, the last customer invoices and any lease end should line up with the date the withdrawal application states. Clean records make questions from the tax office or a former customer easier to answer.

Withdrawal compared with dissolution at home

Dissolving the LLC in its home state is a separate step from withdrawing in North Dakota. If the LLC is going out of business entirely, the home dissolution and the North Dakota withdrawal both need attention. A corporation is different: a home-state certificate of dissolution works as its withdrawal application. For an LLC, plan to file the North Dakota application itself.

What happens to the registered agent

Once the certificate of withdrawal issues, the LLC no longer has to keep a registered agent in the state. Tell your agent so billing stops, but do it after the certificate is in hand, not before. Legal papers about the authorized period can still reach a withdrawn entity.

Re-entering later

A withdrawn LLC that returns to North Dakota files a new certificate of authority application and pays $135 again, with a fresh home certificate. If a return within a year or two is possible, compare that $135 with $50 for each year you stay registered.