CORPORATE DISSOLUTION
NORTH DAKOTA
Electronic Version
STATUTORY REFERENCE
North Dakota Statutes; Title 10, Chapter 19.1 , Section 105 et al: Methods of Dissolution
http://www.legis.nd.gov/cencode/t10.html
SELECTED STATUTES
A North Dakota corporation can be dissolved voluntarily or involuntarily (i.e., under court
supervision). THIS FORM PACKAGE ADDRESSES ONLY VOLUNTARY DISSOLUTION .
Selections from the North Dakota Statutes relevant to voluntary corporate dissolution are listed
below. You should read in full. This is the roadmap for your corporate dissolution.
10-19.1-105. Methods of dissolution.
A corporation may be dissolved:
1. Before the issuance of shares, pursuant to section 10-19.1-106;
2. After the issuance of shares, pursuant to sections 10-19.1-107 through 10-19.1-113.1; or
3. By order of a court pursuant to sections 10-19.1-114 through 10-19.1-122. (this package does not cover court-
supervised involuntary dissolution)
10-19.1-106. Voluntary dissolution prior to the issuance of shares.
A corporation that has not issued shares may be dissolved by the incorporators or directors in the manner set forth
in this section:
1. A majority of the incorporators or directors shall sign articles of dissolution containing:
a. The name of the corporation;
b. The date of incorporation;
c. A statement that shares have not been issued;
d. A statement that all consideration received from subscribers for shares to be issued, less
expenses incurred in the organization of the corporation, has been returned to the subscribers;
and
e. A statement that no debts remain unpaid.
2. The articles of dissolution must be filed with the secretary of state, with the fees provided for in section 10-19.1-
147. ( $20.00 for filing of Articles of Dissolution )
3. When the articles of dissolution have been filed with the secretary of state, the corporation is
dissolved.
…
10-19.1-107. Voluntary dissolution after the issuance of shares.
After the issuance of shares, a corporation may be dissolved when authorized in the manner set forth in this
section:
1. If the corporation has outstanding shares, then:
a. Written notice must be given to each shareholder, whether or not entitled to vote at a meeting of shareholders
within the time and in the manner provided in section 10-19.1-73 for notice of meetings of shareholders and,
whether the meeting is a regular or a special meeting, must state that a purpose of the meeting is to consider
dissolving the corporation.
b. The proposed dissolution must be submitted for approval at a meeting of shareholders. If the proposed
dissolution is approved at a meeting by the affirmative vote of the holders of a majority of the voting power of all
shares entitled to vote, the dissolution must be commenced.
2. If the corporation no longer has any outstanding shares, then the directors may authorize and commence the
dissolution. If the directors take that action, then:
a. The notice of dissolution filed under section 10-19.1-108 shall so reflect; and
b. The directors shall have the right to revoke the dissolution proceedings in accordance with section 10-19.1-
112.
10-19.1-108. Filing notice of intent to dissolve — Effect.
1. If dissolution of the corporation is approved pursuant to subsections 1 and 2 of section 10-19.1-107, the
corporation shall file with the secretary of state, with the fees provided in section 10-19.1-147 ( $10.00 for filing
Notice of Intent to Dissolve ) , a notice of intent to dissolve. The notice must contain:
a. The name of the corporation;
b. The date and place of the meeting at which the resolution was approved pursuant to subsections 1 and 2 of
section 10-19.1-107; and
c. A statement that the requisite vote of the shareholders was received or that all shareholders entitled to vote
signed a written action.
2. When the notice of intent to dissolve has been filed with the secretary of state, and subject to section 10-19.1-
112, the corporation shall cease to carry on its business, except to the extent necessary for the winding up of the
corporation. The shareholders shall retain the right to revoke the dissolution proceedings in accordance with section
10-19.1-112 and the right to remove directors or fill vacancies on the board. The corporate existence continues to the
extent necessary to wind up the affairs of the corporation until the dissolution proceedings are revoked or articles of
dissolution are filed with the secretary of state.
3. The filing with the secretary of state of a notice of intent to dissolve does not affect any remedy in favor of the
corporation or any remedy against it or its directors, officers, or shareholders in those capacities, except as provided
in sections 10-19.1-110, 10-19.1-110.1, and 10-19.1-124.
10-19.1-109. Procedure in dissolution.
1. When a notice of intent to dissolve has been filed with the secretary of state, the board, or the officers acting
under the direction of the board, shall proceed as soon as possible:
a. To collect or make provisions for the collection of all known debts due or owing to the corporation, including
unpaid subscriptions for shares;
b. Except as provided in sections 10-19.1-110, 10-19.1-110.1, and 10-19.1-124, to pay or make provision for the
payment of all known debts, obligations, and liabilities of the corporation according to their priorities; and
c. To give notice to creditors and claimants under section 10-19.1-110 or to proceed under section 10-19.1-110.1.
2. Notwithstanding section 10-19.1-104, when a notice of intent to dissolve has been filed with the secretary of
state, the directors may sell, lease, transfer, or otherwise dispose of all or substantially all of the property and assets
of a dissolving corporation without a vote of the shareholders.
3. All tangible or intangible property, including money, remaining after the discharge of, or after making adequate
provision for the discharge of, the debts, obligations, and liabilities of the corporation must be distributed to the
shareholders in accordance with subsection 4 of section 10-19.1-92. ( Generally, if the corporation has paid, or will
be able to pay its debts, it may make a distribution. 10-19.1-92 can be accessed here:
http://www.legis.nd.gov/cencode/t10.html .)
10-19.1-110. Dissolution procedure for corporations that give notice to creditors and claimants.
When a notice of intent to dissolve has been filed with the secretary of state, the corporation may give notice of the
filing to each creditor of and claimant against the corporation known or unknown, present or future, and contingent
or non-contingent.
1. If notice to creditors and claimants is given, it must be given by:
a. Publishing the notice once each week for four successive weeks in an official newspaper, as defined in
chapter 46-06, in the county or counties where the registered office and the principal executive office of the
corporation are located; and
b. Giving written notice to known creditors and claimants pursuant to subsection 36 of
section 10-19.1-01 ( see “Notice” text in box below ).
36. "Notice" :
a. Is given by a shareholder of a corporation to the corporation or an officer of the corporation:
(1) When in writing and mailed or delivered to the corporation or the officer at the registered office or
principal executive office of the corporation; or
(2) When given by a form of electronic communication consented to by the corporation to which the notice is
given if by:
(a) Facsimile communication, when directed to a telephone number at which the corporation has
consented to receive notice.
(b) Electronic mail, when directed to an electronic mail address at which the corporation has consented to
receive notice.
(c) Posting on an electronic network on which the corporation has consented to receive notice, together
with separate notice to the corporation of the specific posting, upon the later of:
[1] The posting; or
[2] The giving of the separate notice.
(d) Any other form of electronic communication by which the corporation has consented to receive
notice, when directed to the corporation.
b. Is given by a publicly held corporation to a shareholder if the notice is addressed to the
shareholder or group of shareholders in a manner permitted by the rules and regulations under the
Securities Exchange Act of 1934, as amended, provided that the corporation has first received
any affirmative written consent or implied consent required under those rules and regulations.
c. Is given, in all other cases:
(1) When mailed to the person at an address designated by the person or at the last-known
address of the person;
(2) When deposited with a nationally recognized overnight delivery service for overnight delivery or, if
overnight delivery to the person is not available, for delivery as promptly as practicable to the person at an address
designated by the person or at the last-known address of the person;
(3) When handed to the person;
(4) When left at the office of the person with a clerk or other person in charge of the office or:
(a) If there is no one in charge, when left in a conspicuous place in the office; or
(b) If the office is closed or the person to be notified has no office, when left at the dwelling house or
usual place of abode of the person with some person of suitable age and discretion then residing there;
(5) When given by a form of electronic communication consented to by the person to whom the notice is
given if by:
(a) Facsimile communication, when directed to a telephone number at which the person has consented to
receive notice.
(b) Electronic mail, when directed to an electronic mail address at which the person has consented to
receive notice.
(c) Posting on an electronic network on which the person has consented to receive notice, together with
separate notice to the person of the specific posting, upon the later of:
[1] The posting; or
[2] The giving of the separate notice.
(d) Any other form of electronic communication by which the person has consented to receive notice,
when directed to the person; or
(6) When the method is fair and reasonable when all of the circumstances are considered.
d. Is given by mail when deposited in the United States mail with sufficient postage affixed.
e. Is given by deposit for delivery when deposited for delivery as provided in paragraph 2 of subdivision c, after
having made sufficient arrangements for payment by the sender.
f. Is deemed received when it is given.
2. The notice to creditors and claimants must contain:
a. A statement that the corporation is in the process of dissolving;
b. A statement that the corporation has filed with the secretary of state a notice of intent to
dissolve;
c. The date of filing the notice of intent to dissolve;
d. The address of the office to which written claims against the corporation must be presented; and
e. The date by which all the claims must be received, which must be the later of ninety days after published
notice or, with respect to a particular known creditor or claimant, ninety days after the date on which written notice
was given to that creditor or claimant. Published notice is deemed given on the date of first publication for the
purpose of determining this date.
3. With respect to claims against a corporation that gave notice to creditors and claimants:
a. The corporation has thirty days from the receipt of each claim filed according to the procedures set forth by
the corporation on or before the date set forth in the notice to accept or reject the claim by giving written notice to
the person submitting it. A claim not expressly rejected in this manner is deemed accepted.
b. A creditor or claimant to whom notice is given and whose claim is rejected by the corporation has:
(1) Sixty days from the date of rejection;
(2) One hundred eighty days from the date the corporation filed with the secretary of state the notice of intent
to dissolve; or
(3) Ninety days after the date on which notice was given to the creditor or claimant, whichever is longer, to
pursue any other remedies with respect to the claim.
c. A creditor or claimant to whom notice is given who fails to file a claim according to the procedures set forth
by the corporation on or before the date set forth in the notice is barred from suing on that claim or otherwise
realizing upon it or enforcing it, except as provided in section 10-19.1-124.
d. A creditor or claimant whose claim is rejected by the corporation under subdivision b is barred from suing on
that claim or otherwise realizing upon or enforcing it, if the creditor or claimant does not initiate legal,
administrative, or arbitration proceedings with respect to the claim within the time provided in subdivision b.
4. Articles of dissolution for a corporation dissolving under this section that has given notice to creditors and
claimants under this section must be filed with the secretary of state after:
a. The ninety-day period in subdivision e of subsection 2 has expired and the payment of claims of all creditors
and claimants filing a claim within that period has been made or provided for; or
b. The longest of the periods described in subdivision b of subsection 3 has expired and there are no pending
legal, administrative, or arbitration proceedings by or against the corporation commenced within the time provided
in subdivision b of subsection 3.
5. The articles of dissolution for a corporation that has given notice to creditors and claimants under this section
must state:
a. The last date on which the notice was given and:
(1) That the payment of all creditors and claimants filing a claim within the ninety-day period in subdivision e
of subsection 2 has been made or provided for; or
(2) The date on which the longest of the periods described in subdivision b of subsection 3 expired;
b. That the remaining property, assets, and claims of the corporation have been distributed among its
shareholders in accordance with subsection 5 of section 10-19.1-92, or that adequate provision has been made for
that distribution; and
c. That there are no pending legal, administrative, or arbitration proceedings by or against the corporation
commenced within the time provided in subdivision b of subsection 3, or that adequate provision has been made for
the satisfaction of any judgment, order, or decree that may be entered against it in a pending proceeding.
10-19.1-110.1. Dissolution procedure for corporations that do not give notice to creditors and claimants.
When a notice of intent to dissolve has been filed with the secretary of state and the corporation has elected not to
give notice to creditors and claimants in the manner provided in section 10-19.1-110:
1. Articles of dissolution for a corporation that has not given notice to creditors and claimants in the manner
provided in section 10-19.1-110:
a. Must be filed with the secretary of state after:
(1) The payment of claims of all known creditors and claimants has been made or provided for; or
(2) At least two years have elapsed from the date of filing the notice of intent to dissolve; and
b. Must state:
(1) If the articles of dissolution are being filed pursuant to paragraph 1 of subdivision a of subsection 1, that all
known debts, obligations, and liabilities of the corporation have been paid and discharged or that adequate provision
has been made for payment or discharge;
(2) That the remaining property, assets, and claims of the corporation have been distributed among its
shareholders in accordance with subsection 5 of section 10-19.1-92, or that adequate provision has been made for
that distribution; and
(3) That there are no pending legal, administrative, or arbitration proceedings by or against the corporation, or
that adequate provision has been made for the satisfaction of any judgment, order, or decree that may be entered
against it in a pending proceeding.
2. With respect to claims against a corporation that does not give notice:
a. If a corporation has paid or provided for all known creditors or claimants at the time articles of dissolution are
filed, a creditor or claimant who does not file a claim or pursue a remedy, in a legal, administrative, or arbitration
proceeding within two years after the date of filing the notice of intent to dissolve is barred from suing on that claim
or otherwise realizing upon or enforcing it.
b. If the corporation has not paid or provided for all known creditors and claimants at the time articles of
dissolution are filed, a person who does not file a claim or pursue a remedy in a legal, administrative, or arbitration
proceeding within two years after the date of filing the notice of intent to dissolve is barred from suing on that claim
or otherwise realizing upon or enforcing it, except as provided in section 10-19.1-124.
10-19.1-111. (Repealed)
10-19.1-112. Revocation of dissolution proceedings.
1. Dissolution proceedings commenced pursuant to section 10-19.1-107 may be revoked prior to filing of articles
of dissolution.
2. Written notice must be given to every shareholder entitled to vote at a shareholders' meeting within the time and
in the manner provided in section 10-19.1-73 for notice of meetings of shareholders and must state that a purpose of
the meeting is to consider the advisability of revoking the dissolution proceedings. The proposed revocation must be
submitted to the shareholders at the meeting. If the proposed revocation is approved at a meeting by the affirmative
vote of the holders of a majority of the voting power of all shares entitled to vote, the dissolution proceedings are
revoked.
3. Revocation of dissolution proceedings is effective when a notice of revocation is filed with the secretary of state,
with the fees provided in section 10-19.1-147. The corporation may resume business after this revocation.
10-19.1-113. (Repealed)
10-19.1-113.1. Filing of articles of dissolution — Effective date of dissolution — Certificate.
1. An original of the articles of dissolution must be filed with the secretary of state. If the secretary of state
determines the articles of dissolution conform to law and all fees have been paid under section 10-19.1-147, the
secretary of state shall issue a certificate of dissolution.
2. When the certificate of dissolution has been issued by the secretary of state, or on a later date within thirty days
after filing if the articles of dissolution so provide, the corporation is dissolved.
3. The secretary of state shall issue to the corporation, or its legal representative, a certificate of dissolution that
contains:
a. The name of the corporation;
b. The date the dissolution is effective; and
c. A statement that the corporation was dissolved on the effective date of the dissolution.
10-19.1-124. Claims barred — Exceptions.
1. A person who is or becomes a creditor or claimant any time before, during, or following the conclusion of
dissolution proceedings, who does not file a claim or pursue a remedy in a legal, administrative, or arbitration
proceeding within the time provided in section 10-19.1-110, 10-19.1-110.1, 10-19.1-114, 10-19.1-115, or 10-19.1-
119, or has not begun a legal, administrative, or arbitration proceeding before the beginning of the dissolution
proceedings, and a person claiming through or under the creditor or claimant, is barred from bringing that claim or
otherwise realizing upon or enforcing it, except as provided in this section.
2. At any time within one year after articles of dissolution have been filed with the secretary of state, or a decree of
dissolution has been entered, a creditor or claimant who shows good cause for not having previously filed the claim
may apply to a court in this state to allow a claim:
a. Against the corporation to the extent of undistributed assets; or
b. If the undistributed assets are not sufficient to satisfy the claim, against a shareholder, whose liability is
limited to a portion of the claim that is equal to the portion of the distributions to shareholders in liquidation or
dissolution received by the shareholder, but in no event may a shareholder's liability exceed the amount which that
shareholder actually received in the dissolution.
3. All known contractual debts, obligations, and liabilities incurred in the course of winding up the corporation's
affairs shall be paid by the corporation before the distribution of assets to a shareholder. A person to whom this kind
of debt, obligation, or liability is owed but not paid may pursue any remedy against the officers and directors of the
corporation who are responsible for, but who fail to cause the corporation to pay or make provision for, payment of
the debts, obligations, and liabilities, or against shareholders to the extent permitted under section 10-19.1-94. This
subsection does not apply to dissolution under the supervision or order of a court.
4. Any statutory and common-law rights of persons who may bring claims of injury to a person, including death,
are not affected by dissolution under this chapter.
* * *
Disclaimer: If you are not an attorney, you are advised to seek the advice of an
attorney for all serious legal matters. The information and forms contained
herein are not legal advice and are not to be construed as such. Although the
information contained herein is believed to be correct, no warranty of fitness
or any other warranty shall apply. All use is subject to the U.S. Legal Forms,
Inc. Disclaimer and License located at http://www.uslegalforms.com/disclaimer.htm
* * *
STEPS AND GUIDELINES TO DISSOLVE A
NORTH DAKOTA CORPORATION
Step 1: If the corporation has not issued shares of stock, use Form 1. No other forms need be
used . Follow the directions on the page immediately preceding Form 1. If, however, the
corporation has issued shares of stock, go to Step 2.
Step 2: If the corporation HAS issued shares of stock, the Board of Directors of the corporation
must pass a resolution proposing dissolution. Use Form A, “Resolution of Directors.” A
shareholder meeting must then be called to vote on this resolution. A notice must be sent to
every shareholder, regardless of whether or not they are entitled to vote. Use Form B, “Notice of
Special Meeting.” At the meeting, all shareholders entitled to vote must approve or reject the
resolution to dissolve by vote (according the rules of the corporation’s by-laws). If approved, go
to Step 3. Forms A & B are for internal corporate use only. They need not be filed with the
Secretary of State, but should be kept in the corporate records.
USLF Note: If you are the sole shareholder, or if the sole shareholders are yourself and a friend
or family member, then, providing you have discussed the matter with your fellow shareholder(s)
and they all agree to dissolve the corporation , you need not use FORMS A and B. If, however,
there are more than a few shareholders, you must use FORMS A and B.
Step 3: Complete Form 2 , “Notice of Intent to Dissolve,” and mail to the Secretary of State
with the filing fee. Once Form 2 is filed, wind up the business of the corporation (pay debts,
complete transactions, etc.) Use Form 3 to notify any creditors to make claims. Use Form 4 to
reject claims if applicable. If you do not intend to pay known claims, we encourage you to
consult a local attorney before proceeding. Then file Form 5 , “Articles of Dissolution,” with the
Secretary of State, with the filing fee.
Disclaimer: If you are not an attorney, you are advised to seek the advice of an
attorney for all serious legal matters. The information and forms contained
herein are not legal advice and are not to be construed as such. Although the
information contained herein is believed to be correct, no warranty of fitness
or any other warranty shall apply. All use is subject to the U.S. Legal Forms,
Inc. Disclaimer and License located at http://www.uslegalforms.com/disclaimer.htm
FORM A
RESOLUTION OF DIRECTORS
RESOLUTION OF THE DIRECTORS
OF
_________________________________________
Pursuant to Notice or Waiver of Notice, at a regular or special meeting of the Directors of
______________________________________, an North Dakota corporation, upon motion duly
made and seconded, the following resolution was adopted by a majority of the Directors present
in person entitled to vote thereon:
RESOLVED by the Directors of the Corporation as follows:
That all appropriate steps be taken to dissolve the corporation forthwith.
Dated this the ______ day of _____________________________, 20___.
_____________________________________
Director
_____________________________________
Director
_____________________________________
Director
Attest:
_____________________________________
Secretary
FORM B
NOTICE OF SPECIAL MEETING
NOTICE OF SPECIAL MEETING OF STOCKHOLDERS
OF
________________________________________
Pursuant to the By-Laws of the Corporation, a special meeting of the Shareholders
of______________________________, a North Dakota corporation, is called for the ______ day
of ____________, 20__, at ______ ___.m., to be held at the following address:
___________________________________________
___________________________________________
___________________________________________
The Purpose of the meeting is to seek shareholder approval of the Resolution to Dissolve
Corporation heretofore adopted by the Board of Directors.
This Notice given on this the _________ day of ___________, 20___, by the Secretary of the
Corporation at the direction of the Board of Directors, by mailing a true and correct copy of this
Notice to the address of each shareholder on the records of the Corporation in compliance with
the Corporation’s Bylaws and the law of the State of North Dakota.
__________________________
Secretary
FORM 1
Instructions
(this page not part of the form)
Form 1 is for use ONLY if the corporation has not issued any shares (ie,
has not commenced business).
A majority of the Incorporators must execute and acknowledge an
original and one exact copy of Form 1.
The original and copy must then be delivered to the Secretary of State.
The filing fee of $20.00 must be included.
The Secretary of State will approve the document, file the original, and
return the copy with a Certificate of Dissolution. Upon issuance of the
Certificate of Dissolution the existence of the corporation shall cease.
Call to confirm mailing address and filing fee :
Secretary of State
Business Registration Services
State of North Dakota
600 E Boulevard Ave Dept 108, 1st Floor
Bismarck ND 58505-0500
Telephone: 701-328-4284
Toll Free: 800-352-0867 ext. 8-4284
TTY: 800-366-6888
Fax: 701-328-2992
Email: sosbir@nd.gov
Secretary of State FILING FEE: $20
Attn: Business Registration Services
State of North Dakota
600 E Boulevard Ave Dept 108, 1st Floor
Bismarck ND 58505-0500
ARTICLES OF DISSOLUTION
VOLUNTARY DISSOLUTION PRIOR TO ISSUANCE OF SHARES
per North Dakota Statutes 10-19.1-106
1. The name of the corporation is:___________________________________________
2. The date of incorporation was: ________________
3. No shares of the corporation have been issued.
4. The amounts / consideration, if any, actually paid / received on subscriptions for the
corporation’s shares, less any part thereof disbursed for necessary expenses, has been
returned to those entitled to said amounts.
5. No debts of the corporation remain unpaid.
6. A majority of the incorporators elect that the corporation be dissolved.
Signed: _______________________________________ Print Name: ___________________________________ Date Signed : ____________
(Signature of Incorporator) (Print Name of Incorporator)
Signed: _______________________________________ Print Name: ___________________________________ Date Signed : ____________
(Signature of Incorporator) (Print Name of Incorporator)
Signed: _______________________________________ Print Name: ___________________________________ Date Signed : ____________
(Signature of Incorporator) (Print Name of Incorporator)
Signed: _______________________________________ Print Name: ___________________________________ Date Signed : ____________
(Signature of Incorporator) (Print Name of Incorporator)
FORM 2
Instructions
(this page not part of the form)
Form 2 is for use if the corporation HAS issued shares.
The original and a copy must then be delivered to the Secretary of State.
The filing fee of $10.00 must be included.
The Secretary of State will approve the document, file the original, and
return the copy with a Certificate of Dissolution. Upon issuance of the
Certificate of Dissolution the existence of the corporation shall cease.
Call to confirm mailing address and filing fee :
Secretary of State
Business Registration Services
State of North Dakota
600 E Boulevard Ave Dept 108, 1st Floor
Bismarck ND 58505-0500
Telephone: 701-328-4284
Toll Free: 800-352-0867 ext. 8-4284
TTY: 800-366-6888
Fax: 701-328-2992
Email: sosbir@nd.gov
Secretary of State FILING FEE: $10
Attn: Business Registration Services
State of North Dakota
600 E Boulevard Ave Dept 108, 1st Floor
Bismarck ND 58505-0500
NOTICE OF INTENT TO DISSOLVE CORPORATION
per North Dakota Statutes 10-19.1-108
1. The name of the corporation is:________________________________________________
2. The date and place of the meeting the resolution to dissolve the corporation was approve by
the shareholders:
Date: ________________
Place: ________________________________________________________________________
-OR-
Check here [ ] if the following statement is true:
The corporation no longer has any outstanding shares, and the directors have authorized the
commencement of the dissolution.
3. The requisite vote of the shareholders was received or all shareholders entitled to vote signed
a written action unanimously approving proceeding with the dissolution.
Name of Corporation: ___________________________________________________________
By: __________________________________________________________________________
Title: ___________________________________ Date: _______________________________
FORM 3
NOTICE TO CREDITORS AND CLAIMANTS
OF FILING OF NOTICE OF INTENT TO DISSOLVE
Instructions
(this page not part of the form)
When a Notice of Intent to Dissolve (FORM 2) has been filed with the secretary of state, the corporation MAY give
notice of the filing to each creditor of and claimant (for the option NOT to give notice, see FORM 6 instructions)
against the corporation known or unknown, present or future, and contingent or non-contingent.
1. If notice to creditors and claimants is given, it must be given by:
a. Publishing the notice once each week for four successive weeks in an official newspaper legal notices section
in the county or counties where the registered office and the principal executive office of the corporation are located;
and
b. Giving written notice to known creditors and claimants pursuant to subsection 36 of section 10-19.1-01 ( see
“Notice” text in box in selections from statutes above ).
NOTICE TO CREDITORS AND CLAIMANTS
OF FILING OF NOTICE OF INTENT TO DISSOLVE
Notice is given that a Notice of Intent to Dissolve ______________________________, a North
Dakota corporation, with its office at _________________________________________, has
been filed with the Secretary of State on ______(date)_______, in accordance with the laws of
North Dakota, and said corporation is in the process of dissolving.
The corporation requests that all claimants/creditors against/of the corporation provide written
proof of their claims to the corporation at the following address:
____________________________________
____________________________________
____________________________________
____________________________________
All claims must be in writing and must contain sufficient information reasonably to inform the
corporation of the identity of the claimant and the substance of the claim, including:
______________________________________________________________________________
______________________________________________________________________________
______________________________________________________________________________
The date by which all the claims must be received is __________________, which must be the
later of ninety days after the newspaper-published notice or, with respect to a particular known
creditor or claimant, ninety days after the date on which written notice was given to that creditor
or claimant. Published notice is deemed given on the date of first publication for the purpose of
determining this date.
Claims may be barred by law if not received by the above date.
BY: _________________________________________
Name and Title
FORM 4
NOTICE OF REJECTION OF CLAIM
NOTICE OF REJECTION OF CLAIM
You are hereby notified that on the _____day of _____________________________, 20 _____,
that ______________________________________, a North Dakota corporation, rejected all or
part of the claim you submitted to the corporation.
_____ALL OF YOUR CLAIM WAS REJECTED.
_____A PORTION OF YOUR CLAIM WAS REJECTED. The part of your claim that was
rejected is:
______________________________________________________________________________
______________________________________________________________________________
Name of Corporation: ___________________________________________________________
By: __________________________________________________________________________
Title: ___________________________________ Date: _______________________________
FORM 5
(this instructions page is not part of the form)
ARTICLES OF DISSOLUTION
(for a corporation that has given notice to creditors)
(For corporations not giving notice, use FORM 6, not FORM 5.)
4. Articles of dissolution for a corporation dissolving under this section [a corporation that HAS given notice to
creditors] that has given notice to creditors and claimants under this section must be filed with the secretary of
state AFTER :
a. The ninety-day period in 10-19.1-110 subsection 2, subdivision e, [reprinted below] has expired and the
payment of claims of all creditors and claimants filing a claim within that period has been made or provided for;
e. The date by which all the claims must be received, which must be the
later of ninety days after published notice or, with respect to a particular
known creditor or claimant, ninety days after the date on which written
notice was given to that creditor or claimant. Published notice is deemed
given on the date of first publication for the purpose of determining this
date.
- OR, in the case of claims being made and rejected -
b. The longest of the periods described in 10-19.1-110 subsection 3, subdivision b [reprinted below] , has
expired and there are no pending legal, administrative, or arbitration proceedings by or against the corporation
commenced within the time provided in subdivision b of subsection 3 .
b. A creditor or claimant to whom notice is given and whose claim is
rejected by the corporation has:
(1) Sixty days from the date of rejection;
(2) One hundred eighty days from the date the corporation filed
with the secretary of state the notice of intent to dissolve; or
(3) Ninety days after the date on which notice was given to the
creditor or claimant, whichever is longer, to pursue any other remedies
with respect to the claim.
Secretary of State FILING FEE: $20
Attn: Business Registration Services
State of North Dakota
600 E Boulevard Ave Dept 108, 1st Floor
Bismarck ND 58505-0500
ARTICLES OF DISSOLUTION
For a Corporation Having Given Notice to Creditors and Claimants
per North Dakota Statutes 10-19.1-110
1. The name of the corporation is:________________________________________________
2. The last date on which the notice to creditors and claimants was given: _______________
3. The box for the statement that applies is checked:
[ ] The payment of all creditors and claimants filing a claim within the ninety-day period
in subdivision e of subsection 2 of North Dakota Statutes 10-19.1-110 has been made or
provided for.
[ ] Some claims were made, but notice of rejection was issued by the corporation and the
date on which the longest of the periods described in subdivision b of subsection 3 of North
Dakota Statutes 10-19.1-110 has expired.
4. The remaining property, assets, and claims of the corporation have been distributed among its
shareholders in accordance with subsection 5 of section 10-19.1-92, or adequate provision has
been made for that distribution.
5. There are no pending legal, administrative, or arbitration proceedings by or against the
corporation commenced within the time provided in subdivision b of subsection 3 of North
Dakota Statutes 10-19.1-110, or adequate provision has been made for the satisfaction of any
judgment, order, or decree that may be entered against the corporation in a pending proceeding.
* * *
Name of Corporation: ___________________________________________________________
By: __________________________________________________________________________
Title: ___________________________________ Date: _______________________________
FORM 6
(this instructions page is not part of the form)
ARTICLES OF DISSOLUTION
(for a corporation that has NOT given notice to creditors)
(For corporations giving notice, use FORM 5, not FORM 6.)
10-19.1-110.1. Dissolution procedure for corporations that do not give notice to creditors and claimants.
When a notice of intent to dissolve has been filed with the secretary of state and the corporation has elected not to
give notice to creditors and claimants in the manner provided in section 10-19.1-110:
1. Articles of dissolution for a corporation that has not given notice to creditors and claimants in the manner
provided in section 10-19.1-110:
a. Must be filed with the secretary of state after:
(1) The payment of claims of all known creditors and claimants has been made or provided for;
OR
(2) At least two years have elapsed from the date of filing the notice of intent to dissolve.
Secretary of State FILING FEE: $20
Attn: Business Registration Services
State of North Dakota
600 E Boulevard Ave Dept 108, 1st Floor
Bismarck ND 58505-0500
ARTICLES OF DISSOLUTION
For a Corporation Having NOT Given Notice to Creditors and Claimants
per North Dakota Statutes 10-19.1-110.1
1. The name of the corporation is:________________________________________________
2. Check one box for the statement that applies:
[ ] The payment of claims of all known creditors and claimants has been made or provided for
and all known debts, obligations, and liabilities of the corporation have been paid and discharged
or adequate provision has been made for payment or discharge.
-OR-
[ ] At least two years have elapsed from the date of filing the notice of intent to dissolve.
3. The remaining property, assets, and claims of the corporation have been distributed among its
shareholders in accordance with subsection 5 of section 10-19.1-92, or adequate provision has
been made for that distribution.
4. There are no pending legal, administrative, or arbitration proceedings by or against the
corporation, or adequate provision has been made for the satisfaction of any judgment, order, or
decree that may be entered against it in a pending proceeding.
* * *
Name of Corporation: ___________________________________________________________
By: __________________________________________________________________________
Title: ___________________________________ Date: _______________________________
