N.D. Cent. Code § 10-32.1-66 — ND Code / Title 10 / Chapter 10-32.1 / Section 10-32.1-66
10-32.1-66. Effective date of conversion - Effect
Status: in_force

10-32.1-66. Effective date of conversion - Effect

1. A conversion is effective when the filing requirements of subsection 2 of section

10-32.1-64 have been fulfilled or on a later date specified in the articles of conversion.

2. With respect to the effect of conversion on the converting organization and on the

converted organization:

a. An organization that has been converted as provided in sections 10-32.1-61

through 10-32.1-66 is for all purposes the same entity that existed before the

conversion.

b. Upon a conversion becoming effective:

(1) If the converted organization:

(a) Is a limited liability company, then the converted organization has all

the rights, privileges, immunities, and powers, and is subject to all the

duties and liabilities, of a limited liability company organized under this

chapter; or

(b) Is not a limited liability company, then the converted organization has

all the rights, privileges, immunities, and powers, and is subject to the

duties and liabilities as provided in its governing statute;

(2) All property owned by the converting organization remains vested in the

converted organization;

(3) All debts, liabilities, and other obligations of the converting organization

continue as obligations of the converted organization;

(4) An action or proceeding pending by or against the converting organization

may be continued as if the conversion had not occurred;

(5) Except as otherwise provided by other law, all rights, privileges, immunities,

and powers of the converting organization remain vested in the converted

organization; and

(6) Except as otherwise provided in the plan of conversion, the terms and

conditions of the plan of conversion take effect.

3. When a conversion becomes effective, each ownership interest in the converting

organization is deemed to be converted into ownership interests in the converted

organization or, in whole or in part, into money or other property to be received under

the plan, subject to any rights of a dissenter under section 10-32.1-33.

4. A converted organization that is a foreign organization consents to the jurisdiction of

the courts of this state to enforce any obligation owed by the converting limited liability

company, if before the conversion the converting limited liability company was subject

to suit in this state on the obligation.

5. A converted organization that is a foreign organization and not authorized to transact

business in this state appoints the secretary of state as its agent for service of process

for purposes of enforcing an obligation under this subsection as provided in section

10-01.1-13.
N.D. Cent. Code § 10-33-83 — ND Code / Title 10 / Chapter 10-33 / Section 10-33-83
10-33-83. Advances
Status: in_force

10-33-83. Advances

A corporation, without a vote of the directors or its members, may advance money to its

directors, officers, employees, or agents to cover expenses that can reasonably be anticipated

to be incurred by them in the performance of their duties and for which they would be entitled to

reimbursement in the absence of an advance.
N.D. Cent. Code § 10-32.1-94 — ND Code / Title 10 / Chapter 10-32.1 / Section 10-32.1-94
10-32.1-94. Secretary of state - Certificates and certified copies to be received in evidence
Status: in_force

10-32.1-94. Secretary of state - Certificates and certified copies to be received in

evidence.

1. All certificates issued by the secretary of state and all copies of records filed in

accordance with this chapter, when certified by the secretary of state, may be taken

and received in all courts, public offices, and official bodies as evidence of the facts

therein stated.

2. A certificate by the secretary of state under the great seal of this state, as to the

existence or nonexistence of the facts relating to limited liability companies which

would not appear from a certified copy of any of the foregoing records or certificates,

may be taken and received in all courts, public offices, and official bodies as evidence

of the existence or nonexistence of the facts stated therein.

3. Any certificate or certified copy issued by the secretary of state under this section may

be created and disseminated as an electronic record with the same force and effect as

if produced in a paper form.
N.D. Cent. Code § 10-35-18 — ND Code / Title 10 / Chapter 10-35 / Section 10-35-18
10-35-18. Pre-emptive rights
Status: in_force

10-35-18. Pre-emptive rights

Unless otherwise provided in the articles, a shareholder of a publicly traded corporation

does not have the pre-emptive rights provided in section 10-19.1-65.
N.D. Cent. Code § 10-15-58 — ND Code / Title 10 / Chapter 10-15 / Section 10-15-58
10-15-58. Use of term cooperative - Penalty for improper use
Status: in_force

10-15-58. Use of term cooperative - Penalty for improper use

1. The term "cooperative", or any variation thereof, may be used either by any

association organized under this chapter or under other laws of this state relating to

cooperative corporations.

2. No other person may use the term "cooperative", or any variation thereof, as part of

the person's corporate or other business name or title, nor may any other person in

any other manner represent that that person is a cooperative. A violation of this

subsection is an infraction.

3. Any cooperative may obtain an injunction against acts prohibited by subsection 2

without showing any damage to itself.
N.D. Cent. Code § 10-19.1-138 — ND Code / Title 10 / Chapter 10-19.1 / Section 10-19.1-138
10-19.1-138. Foreign corporation - Registered agent - Registered office
Status: in_force

10-19.1-138. Foreign corporation - Registered agent - Registered office

A foreign corporation authorized to transact business in this state shall continuously

maintain a registered agent in this state as provided in chapter 10-01.1 and, if a noncommercial

registered agent, the address of such noncommercial registered agent in this state.
N.D. Cent. Code § 10-30.5-07 — ND Code / Title 10 / Chapter 10-30.5 / Section 10-30.5-07
10-30.5-07. Confidentiality of corporation records
Status: in_force

10-30.5-07. Confidentiality of corporation records

The following records of the corporation are confidential:

1. Commercial or financial information, whether obtained by the corporation directly or

indirectly, of any entity in which an equity interest is purchased or considered for

purchase, to which a loan has been made, or capital otherwise provided, under this

chapter.

2. Internal or interagency memorandums or letters which would not be available by law to

a party other than in litigation with the corporation.
N.D. Cent. Code § 10-19.1-111 — ND Code / Title 10 / Chapter 10-19.1 / Section 10-19.1-111
10-19.1-111. Claims in dissolution
Status: repealed

10-19.1-111. Claims in dissolution

Repealed by S.L. 1993, ch. 54, § 107.
N.D. Cent. Code § 10-31-12 — ND Code / Title 10 / Chapter 10-31 / Section 10-31-12
10-31-12. Death of last or only shareholder - Amendment of articles of incorporation - Involuntary dissolution
Status: in_force

10-31-12. Death of last or only shareholder - Amendment of articles of incorporation -

Involuntary dissolution.

1. In the event of the death of the last or only shareholder of a professional corporation

whose shares pass to heirs by intestate succession, to devisees under a last will and

testament, or otherwise pass by operation of law to an individual not legally qualified to

render the professional services which the professional corporation was incorporated

to perform, the heirs, devisees, or personal representative of the deceased

shareholder, within six months after the date of death of the last or only shareholder,

may amend the articles of incorporation to provide that the corporation must continue

as a corporation under chapter 10-19.1.

2. The death of the last or only shareholder of a professional corporation and the failure

of the heirs, devisees, or personal representative to make an amendment within six

months after the death is a ground for the involuntary dissolution of the professional

corporation.

3. When notified of the facts, the secretary of state shall certify immediately the facts to

the attorney general who shall take immediate appropriate action to dissolve the

professional corporation.
N.D. Cent. Code § 10-06.1-04 — ND Code / Title 10 / Chapter 10-06.1 / Section 10-06.1-04
10-06.1-04. Conversion of corporations
Status: in_force

10-06.1-04. Conversion of corporations

1. A business corporation regulated under chapter 10-19.1 may convert to a farming or

ranching corporation or an authorized livestock farm corporation by adopting an

amendment to its articles of incorporation or by applying for an amended certificate of

authority which specifies that the corporation elects to be subject to this chapter and

by complying with all requirements of this chapter. The amendment must be filed with

the secretary of state with the prescribed fee and with the initial report required by

section 10-06.1-15 or 10-06.1-15.2.

2. A farming or ranching corporation or an authorized livestock farm corporation may

convert to a business corporation by adopting an amendment to its articles of

incorporation or by applying for an amended certificate of authority. The amendment

must be filed with the secretary of state with the prescribed fee. The amendment must

be accompanied by a report outlining the information, as of the date of the

amendment, which is required under section 10-06.1-17 or 10-06.1-17.1, and the

manner in which the corporation has divested itself of its owned or leased land

holdings and its business of farming or ranching.
N.D. Cent. Code § 10-30.6-10 — ND Code / Title 10 / Chapter 10-30.6 / Section 10-30.6-10
10-30.6-10. Notes or obligations - Legal investments
Status: in_force

10-30.6-10. Notes or obligations - Legal investments

Notwithstanding any other statute, the notes or other interest-bearing obligations of a state

development corporation, issued in accordance with this chapter and the articles of

incorporation and the bylaws of the corporation, are legal investments for any bank that

becomes a member of the corporation.
N.D. Cent. Code § 10-35-07 — ND Code / Title 10 / Chapter 10-35 / Section 10-35-07
10-35-07. Nomination of directors
Status: in_force

10-35-07. Nomination of directors

1. A publicly traded corporation may not require a shareholder or beneficial owner of

shares to provide notice of an intention to nominate a candidate for election as a

director except as provided in a provision of the articles or bylaws that satisfies the

requirements of this section.

2. A provision of the articles or bylaws of a publicly traded corporation requiring a

shareholder or beneficial owner to provide notice of an intention to nominate a

candidate for election as a director may not require the notice to include more than:

a. The name of the shareholder or beneficial owner;

b. A statement that the shareholder or beneficial owner is the beneficial owner of

one or more shares in the corporation and reasonable evidence of that

ownership; and

c. The number of candidates the shareholder or beneficial owner intends to

nominate.

3. Any deadline fixed by the articles or bylaws for submission by a shareholder or

beneficial owner of a notice of intention to nominate a candidate for election as a

director may not be earlier than:

a. In the case of a meeting held within five business days before or after the

anniversary of the previous year's regular meeting, ninety days before the

anniversary date of the prior regular meeting; or

b. In the case of a meeting not held within five business days before or after the

anniversary of the previous year's regular meeting ninety days before the date of

the meeting.

4. A provision of the articles or bylaws requiring a shareholder or beneficial owner to

provide notice of an intention to nominate a candidate for election as a director must

provide a period of at least twenty days during which the shareholder or beneficial

owner may submit the notice to the public corporation.

5. The adoption or amendment of a bylaw requiring advance notice of nominations may

not take effect in the one hundred twenty-day period before the next meeting of

shareholders, unless the adoption or amendment of the bylaw has been approved by

the shareholders.
N.D. Cent. Code § 10-35-04 — ND Code / Title 10 / Chapter 10-35 / Section 10-35-04
10-35-04. Application of chapter 10-19.1
Status: in_force

10-35-04. Application of chapter 10-19.1

1. Chapter 10-19.1 applies generally to all publicly traded corporations, except that the

provisions of this chapter control over any inconsistent provision of chapter 10-19.1.

2. A publicly traded corporation is a "publicly held corporation" as that term is used in

3. The definitions in section 10-19.1-01 apply to the use in this chapter of the terms

defined in that section.
N.D. Cent. Code § 10-15-52.7 — ND Code / Title 10 / Chapter 10-15 / Section 10-15-52.7
10-15-52.7. Foreign cooperative - Revocation of certificate of authority
Status: in_force

10-15-52.7. Foreign cooperative - Revocation of certificate of authority

1. The certificate of authority of a foreign cooperative to transact business in this state

may be revoked by the secretary of state if:

a. The foreign cooperative has failed to:

(1) Appoint and maintain a registered agent, and if a noncommercial registered

agent, then the registered office of the noncommercial registered agent as

provided in chapter 10-01.1;

(2) File in the office of the secretary of state any amendment to its application

for a certificate of authority as provided in section 10-15-52.3;

(3) File in the office of the secretary of state any merger as provided in section

10-15-52.1;

(4) File in the office of the secretary of state an application for a certificate of

withdrawal of its authority as provided in section 10-15-52.5 when the

cooperative's existence has expired or the cooperative has been dissolved

in the jurisdiction of origin; or

b. A misrepresentation has been made of any material matter in any application,

report, affidavit, or other record submitted by the foreign cooperative pursuant to

this chapter.

2. Except for revocation of the certificate of authority for failure to file the annual report as

provided in section 10-15-53.2, no certificate of authority of a foreign cooperative may

be revoked by the secretary of state unless:

a. The secretary of state has given the foreign cooperative at least sixty days' notice

by mail addressed to its registered agent at the registered office in this state or, if

the foreign cooperative fails to appoint and maintain a registered agent in this

state, then addressed to its principal executive office; and

b. During the sixty-day period, the foreign cooperative has failed to:

(1) File the report of change as provided in chapter 10-01.1 regarding the

registered office or the registered agent;

(2) File any amendment;

(3) File any merger;

(4) File an application for certificate of withdrawal; or

(5) Correct the misrepresentation.

3. Upon the expiration of sixty days after the mailing of the notice, the authority of the

foreign cooperative to transact business in this state ceases and the secretary of state

shall issue a notice of revocation and shall mail the notice to the registered agent at

the registered office in this state or, if the foreign cooperative failed to appoint and

maintain a registered agent or a registered office in this state, then addressed to the

principal executive office of the foreign cooperative.
N.D. Cent. Code § 10-34-06 — ND Code / Title 10 / Chapter 10-34 / Section 10-34-06
10-34-06. Service of process on real estate investment trust and nonresident trustees
Status: in_force

10-34-06. Service of process on real estate investment trust and nonresident trustees

Any process, notice, or demand required or permitted by law to be served on the real estate

investment trust or trustee may be served on the real estate investment trust and any

nonresident trustee as provided in section 10-01.1-13.
N.D. Cent. Code § 10-19.1-118 — ND Code / Title 10 / Chapter 10-19.1 / Section 10-19.1-118
10-19.1-118. Action by attorney general
Status: in_force

10-19.1-118. Action by attorney general

1. A corporation may be dissolved involuntarily by a decree of a court in this state in an

action filed by the attorney general when it is established that:

a. The articles and certificate of incorporation were procured through fraud;

b. The corporation was incorporated for a purpose not permitted by section

10-19.1-08;

c. The corporation failed to comply with the requirements of sections 10-19.1-02

through 10-19.1-24 essential to incorporation under or election to become

governed by this chapter;

d. The corporation has failed for thirty days to appoint and maintain a registered

agent in this state as provided in chapter 10-01.1;

e. The corporation has failed for thirty days after change of its registered office or

registered agent to file in the office of the secretary of state a statement of such

change as provided in chapter 10-01.1; or

f. The corporation has acted, or failed to act, in a manner that constitutes surrender

or abandonment of the corporate franchise, privileges, or enterprise.

2. An action may not be commenced under this section until thirty days after notice to the

corporation by the attorney general of the reason for the filing of the action. If the

reason for filing the action is an act that the corporation has done, or omitted to do,

and the act or omission may be corrected by an amendment of the articles or bylaws

or by performance of or abstention from the act, the attorney general shall give the

corporation thirty additional days in which to effect the correction before filing the

action.
N.D. Cent. Code § 10-19.1-17 — ND Code / Title 10 / Chapter 10-19.1 / Section 10-19.1-17
10-19.1-17. Amendment of articles
Status: in_force

10-19.1-17. Amendment of articles

The articles of a corporation may be amended at any time to include or modify any provision

that is required or permitted to appear in the articles or to omit any provision not required to be

included in the articles, except that when articles are amended to restate them, the name and

address of each incorporator and each initial director may be omitted. If only a change of

address of the principal executive office is required, an amendment need not be filed; however,

the change of address of the principal executive office must then be reported on the annual

report filed after the change or be submitted in writing to the secretary of state without a filing

fee. Unless otherwise provided in this chapter, the articles may be amended or modified only in

accordance with sections 10-19.1-18, 10-19.1-19, and 10-19.1-20.
N.D. Cent. Code § 10-19.1-73.2 — ND Code / Title 10 / Chapter 10-19.1 / Section 10-19.1-73.2
10-19.1-73.2. Voting rights
Status: in_force

10-19.1-73.2. Voting rights

1. The board may fix or authorize an officer to fix a date not more than fifty days, or a

shorter time period provided in the articles or bylaws, before the date of a meeting of

shareholders as the date for the determination of the holders of shares entitled to

notice of and entitled to vote at the meeting. If a date is fixed, only shareholders on

that date are entitled to notice of and permitted to vote at that meeting of shareholders.

2. A determination of the holders of shares entitled to notice and to vote at a meeting of

shareholders is effective for an adjournment of the meeting unless the board fixes a

new date for determining the right to notice and to vote, which it must do if the meeting

is adjourned to a date more than fifty days after the record date for determining

shareholders entitled to notice of the original meeting.

3. If a court orders a meeting adjourned to a date more than one hundred twenty days

after the date fixed for the original meeting, it may:

a. Maintain the original record date for notice and voting; or

b. Fix a new record date for notice and voting.

4. A resolution approved by the affirmative vote of a majority of the directors present may

establish a procedure whereby a shareholder may certify in writing to the corporation

that all or a portion of the shares registered in the name of the shareholder are held for

the account of one or more beneficial owners. Upon receipt by the corporation of the

writing, the persons specified as beneficial owners, rather than the actual shareholder,

are deemed the shareholders for the purposes specified in the writing.

5. Unless otherwise provided in the articles or bylaws, or in the terms of the shares, a

shareholder has one vote for each share held.

6. The articles may give or prescribe the manner of giving a creditor, securityholder, or

other person a right to vote under this section.

7. Shares owned by two or more shareholders may be voted by any one of them unless

the corporation receives written notice from any one of them denying the authority of

that person to vote those shares.

8. Except as provided in subsection 7, a holder of shares entitled to vote may vote any

portion of the shares in any way the shareholder chooses. If a shareholder votes

without designating the proportion or number of shares voted in a particular way, the

shareholder is deemed to have voted all of the shares in that way.
N.D. Cent. Code § 10-33-137 — ND Code / Title 10 / Chapter 10-33 / Section 10-33-137
10-33-137. Foreign corporation - Action by attorney general
Status: in_force

10-33-137. Foreign corporation - Action by attorney general

The attorney general may bring an action to restrain a foreign corporation from conducting

activity in this state in violation of this chapter.
N.D. Cent. Code § 10-32.1-45 — ND Code / Title 10 / Chapter 10-32.1 / Section 10-32.1-45
10-32.1-45. Charging order
Status: in_force

10-32.1-45. Charging order

1. On application by a judgment creditor of a member or transferee and following notice

to the limited liability company of the application, a court may enter a charging order

against the transferable interest of the judgment debtor for the unsatisfied amount of

the judgment.

2. A charging order constitutes a lien on the transferable interest of a judgment debtor

and requires the limited liability company to pay over to the person to which the

charging order was issued any distribution that would otherwise be paid to the

judgment debtor.

3. The member or transferee whose transferable interest is subject to a charging order

may extinguish the charging order by satisfying the judgment and filing a certified copy

of the satisfaction with the court that issued the charging order.

4. At any time before extinguishment under subsection 3, a limited liability company or

one or more members whose transferable interests are not subject to the charging

order may pay to the judgment creditor the full amount due under the judgment and

thereby succeed to the rights of the judgment creditor, including the charging order.

5. This chapter does not deprive any member or transferee of the benefit of any

exemption laws applicable to the transferable interest of the member or transferee.

6. This section provides the exclusive remedy by which a person seeking to enforce a

judgment against a member or transferee may, in the capacity of judgment creditor,

satisfy the judgment from the transferable interest of the judgment debtor.

a. No other remedy, including foreclosure of the transferable interest or a court order

for directions, accounts, and inquiries that the debtor member might have made,

is available to the judgment creditor that is attempting to satisfy the judgment out

of the judgment debtor's interest in the limited liability company.

b. No creditor of a member or transferee has any right to obtain possession of or

otherwise exercise legal or equitable remedies with respect to a property of the

company.

7. This section applies to single member limited liability companies and limited liability

companies with more than one member.
N.D. Cent. Code § 10-31-11 — ND Code / Title 10 / Chapter 10-31 / Section 10-31-11
10-31-11. Disposition of shares, membership interests, or partnership interests on death or disqualification
Status: in_force

10-31-11. Disposition of shares, membership interests, or partnership interests on

death or disqualification.

1. With respect to a professional organization in the form of a corporation:

a. The articles of incorporation may provide for the purchase or redemption of the

shares of any shareholder upon the death or disqualification of the shareholder,

or the same may be provided for in the bylaws or by private agreement. In the

absence of a provision for the same in the articles of incorporation or the bylaws

or by private agreement, the corporation has an option to purchase the shares of

a deceased shareholder or a shareholder no longer qualified to own shares in

such corporation within six months after the death or disqualification of the

shareholder.

b. The option price for the shares must be the book value as of the end of the month

immediately preceding the death or disqualification of the shareholder unless

otherwise specified in the articles of incorporation, bylaws, or by private

agreement. Book value must be determined from the books and records of the

professional corporation in accordance with the regular method of accounting

used by the corporation.

c. If the corporation fails to exercise the option, the shares of the deceased or

disqualified shareholder may be sold to any individual licensed or otherwise

legally authorized to render the same professional service as that for which the

corporation was incorporated.

d. A disqualified shareholder, or the estate of a deceased shareholder, may continue

to hold shares of the corporation during said option period and for a reasonable

period thereafter, pending transfer to another licensed or otherwise legally

authorized individual, but may not participate in any decisions concerning the

performance of professional service.

2. With respect to a professional organization in the form of a limited liability company:

a. The articles of organization may provide for the purchase or redemption of the

membership interest of any member upon the death or disqualification of the

member, or the same may be provided for in the bylaws, in the member-control

agreement, or by private agreement. In the absence of a provision for the same in

the articles of organization, in the bylaws, in the member-control agreement, or by

private agreement, the limited liability company has an option to purchase the

membership interest of a deceased member or a member no longer qualified to

own a membership interest in the limited liability company within six months after

the death or disqualification of the member.

b. The option price for such membership interest must be the book value as of the

end of the month immediately preceding the death or disqualification of the

member unless otherwise specified in the articles of organization, in the bylaws,

in the member-control agreement, or by private agreement. Book value must be

determined from the books and records of the limited liability company in

accordance with the regular method of accounting used by the limited liability

company.

c. If the limited liability company fails to exercise the option, the membership interest

of the deceased or disqualified member may be sold to any individual licensed or

otherwise legally authorized to render the same professional service as that for

which the limited liability company was organized.

d. A disqualified member, or the estate of a deceased member, may continue to hold

a membership interest in the limited liability company during the option period and

for a reasonable period thereafter, pending transfer to another licensed or

otherwise legally authorized individual, but may not participate in any decisions

concerning the performance of professional service.

3. With respect to a professional organization in the form of a limited liability partnership:

a. The partnership agreement may provide for the purchase or redemption of the

partnership interest of any partner upon the death or disqualification of the

partner, or the same may be provided for by private agreement. In the absence of

a provision for the same in the partnership agreement or by private agreement,

the limited liability partnership has an option to purchase the partnership interest

of a deceased partner or a partner no longer qualified to own a partnership

interest in the limited liability partnership within six months after the death or

disqualification of the partner.

b. The option price for the partnership interest must be the book value as of the end

of the month immediately preceding the death or disqualification of the partner

unless otherwise specified in the partnership agreement or by private agreement.

Book value must be determined from the books and records of the limited liability

partnership in accordance with the regular method of accounting used by the

limited liability partnership.

c. If the limited liability partnership fails to exercise the option, the partnership

interest of the deceased or disqualified partner may be sold to any individual

licensed or otherwise legally authorized to render the same professional service

as that for which the limited liability partnership was registered.

d. The disqualified partner, or the estate of a deceased partner, may continue to

hold a partnership interest in the limited liability partnership during the option

period and for a reasonable period thereafter, pending transfer to another

licensed or otherwise legally authorized individual, but may not participate in any

decisions concerning the performance of professional service.
N.D. Cent. Code § 10-19.1-112 — ND Code / Title 10 / Chapter 10-19.1 / Section 10-19.1-112
10-19.1-112. Revocation of dissolution proceedings
Status: in_force

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.
N.D. Cent. Code § 10-32.1-30.1 — ND Code / Title 10 / Chapter 10-32.1 / Section 10-32.1-30.1
10-32.1-30.1. Sharing of profits and loss
Status: in_force

10-32.1-30.1. Sharing of profits and loss

Unless otherwise provided in the articles of organization, or in an operating agreement, the

profits and losses of a limited liability company created after July 31, 2017, must be allocated

among the members and among classes and series of members in proportion to the value of

the contributions of the members.
N.D. Cent. Code § 10-15-04 — ND Code / Title 10 / Chapter 10-15 / Section 10-15-04
10-15-04. Incorporators
Status: in_force

10-15-04. Incorporators

Five or more adults, one of whom must be a resident, may form a cooperative by signing,

acknowledging, and filing articles of association.
N.D. Cent. Code § 10-19.1-33 — ND Code / Title 10 / Chapter 10-19.1 / Section 10-19.1-33
10-19.1-33. Number of directors
Status: in_force

10-19.1-33. Number of directors

The board must consist of one or more directors. The number of directors must be fixed by

or in the manner provided in the articles or bylaws. The number of directors may be increased

or, subject to section 10-19.1-41, decreased at any time by amendment to or in the manner

provided in the articles or bylaws.
N.D. Cent. Code § 10-15-56 — ND Code / Title 10 / Chapter 10-15 / Section 10-15-56
10-15-56. Member or stockholder derivative actions
Status: in_force

10-15-56. Member or stockholder derivative actions

1. No action may be instituted or maintained in the right of any association by a member

or stockholder unless the member or stockholder:

a. Alleges in a complaint that the person was a member or registered stockholder

when any part of the transaction of which the person complains took place, or

that the person's stock thereafter devolved upon the person by operation of law

from a stockholder at such time.

b. Alleges in a complaint with particularity the person's efforts to secure from the

board such action as the person desires. The person shall allege further that the

person has either informed the association or board in writing of the ultimate facts

of each claim for relief against each director or that the person has delivered to

the association or board a copy of the complaint which the person proposes to

file. The person shall state the reasons for the person's failure to obtain such

action or the reasons for not making such effort.

2. The action shall not be dismissed or compromised without the approval of the court.

3. If anything is recovered or obtained as the result of the action, whether by means of a

compromise and settlement or by a judgment, the court may, out of the proceeds of

the action, award the plaintiff the reasonable expenses of maintaining the action,

including reasonable attorney's fees, and may direct the plaintiff to account to the

association for the remainder of such proceeds.

4. In any action brought in the right of an association by less than three percent of the

members or by holders of less than three percent of any class of stock outstanding,

the defendants may require the plaintiff to give security for the reasonable expenses of

defending such action, including attorney's fees. The amount of such security may

thereafter be increased or decreased in the discretion of the court upon showing that

the security provided is or may be inadequate or is excessive.
N.D. Cent. Code § 10-19.1-66 — ND Code / Title 10 / Chapter 10-19.1 / Section 10-19.1-66
10-19.1-66. Share certificates - Issuance and contents - Uncertificated shares
Status: in_force

10-19.1-66. Share certificates - Issuance and contents - Uncertificated shares

1. The shares of a corporation must be certificated shares or uncertificated shares. Each

holder of certificated shares issued in compliance with section 10-19.1-63 is entitled to

a certificate of shares.

2. The shares of a corporation must be represented by certificates signed by the

president or a vice president, and by the secretary, or by an assistant secretary of the

corporation.

3. If a person signs or has a facsimile signature placed upon a certificate while an officer,

transfer agent, or registrar of a corporation, the certificate may be issued by the

corporation even if the person ceases having that capacity before the certificate is

issued, with the same effect as if the person had that capacity at the date of the

certificate's issue.

4. Every certificate representing shares issued by a corporation that is authorized to

issue shares of more than one class must set forth upon the face or back of the

certificate, or must state that the corporation will furnish to any shareholders upon

request and without charge, a full or summary statement of the designations,

preferences, limitations, and relative rights of the shares of each class authorized to be

issued and, if the corporation is authorized to issue any preferred or special class or

series, the variations in the relative rights and preferences between the shares of each

of the series to the extent the relative rights and preferences have been fixed and

determined and the authority of the board to fix and determine the relative rights and

preferences of subsequent series. Each certificate representing shares must state

upon its face:

a. The name of the corporation.

b. That the corporation is organized under the laws of this state.

c. The name of the person to whom issued.

d. The number and class of shares and the designation of the series, if any, the

certificate represents.

e. The par value of any share represented by the certificate or a statement the

shares are without par value.

5. A certificate signed as provided under subsection 1 is prima facie evidence of the

ownership of the shares referred to in the certificate.

6. Unless uncertificated shares are prohibited by the articles or bylaws, a corporation

may provide that some or all of any or all classes and series of the corporation's

shares will be uncertificated shares.

a. The action by the corporation provided in this subsection does not apply to

shares represented by a certificate until the certificate is surrendered to the

corporation.

b. Within a reasonable time after the issuance or transfer of uncertificated shares,

the corporation shall give to the new shareholder the information required by this

section to be stated on certificates.

c. The information required under this section is not required to be given to the new

shareholder by a publicly held corporation that adopted a system of issuance,

recordation, and transfer of the corporation's shares by electronic or other means

not involving the issuance of certificates if the system complies with federal law.

d. Except as otherwise expressly provided by statute, the rights and obligations of

the holders of certificated and uncertificated shares of the same class and series

are identical.
N.D. Cent. Code § 10-15-19 — ND Code / Title 10 / Chapter 10-15 / Section 10-15-19
10-15-19. Notice - Waiver
Status: in_force

10-15-19. Notice - Waiver

Whenever notice is required by this chapter to be given to any person, such notice shall be

given either personally or by mail. If mailed, such notice is given when deposited in the United

States mail, with postage prepaid thereon, addressed to such person at the person's address as

it appears on the records of the cooperative.

A signed waiver is equivalent to personal notice to the person so signing.
N.D. Cent. Code § 10-19.1-64 — ND Code / Title 10 / Chapter 10-19.1 / Section 10-19.1-64
10-19.1-64. Rights to purchase
Status: in_force

10-19.1-64. Rights to purchase

1. "Right to purchase" means the right, however designated, pursuant to the terms of a

security or agreement, entitling a person to subscribe to, purchase, or acquire

securities of a corporation, whether by the exchange or conversion of other securities,

or by the exercise of options, warrants, or other rights, or otherwise, but excluding

pre-emptive rights.

2. Rights to purchase may be either transferable or nontransferable and either separable

or inseparable from other securities of the corporation, as the board may determine

under this section.

3. A corporation may issue rights to purchase after the terms, provisions, and conditions

of the rights to purchase to be issued, including the conversion basis or the price at

which securities may be purchased or subscribed for, are fixed by the board or by an

officer pursuant to board authorization, subject to any restrictions in the articles.

4. The instrument or written agreement evidencing the right to purchase must set forth in

full, summarize, or incorporate by reference all the terms, provisions, and conditions

applicable to the right to purchase.
N.D. Cent. Code § 10-19.1-06 — ND Code / Title 10 / Chapter 10-19.1 / Section 10-19.1-06
10-19.1-06. Transition
Status: in_force

10-19.1-06. Transition

The continuation or completion of any act by a corporation that has not incorporated under,

but has become governed by, this chapter, and the continuation or performance of any executed

or wholly or partially executory contract, conveyance, or transfer to or by the corporation, if

otherwise lawful before the corporation became governed by this chapter, remains valid, and

may be continued, completed, consummated, enforced, or terminated as required or permitted

by a statute applicable prior to the date on which the corporation became governed by this

chapter.
N.D. Cent. Code § 10-13-06 — ND Code / Title 10 / Chapter 10-13 / Section 10-13-06
10-13-06. Use of revenue - Dividends
Status: in_force

10-13-06. Use of revenue - Dividends

The revenues of an electric cooperative shall be devoted first to the payment of operating

and maintenance expenses and the principal and interest on outstanding obligations, and

thereafter, to such reserves for improvement, new construction, depreciation, and contingencies

as the board of directors from time to time may prescribe. Revenues not required for the

purposes set forth in this section shall be returned from time to time to the members of the

cooperative in cash, in abatement of current charges for electrical energy, or otherwise as the

board of directors may determine on a pro rata basis according to the amount of business done

with each during the period. Such return may be made by way of general rate reduction to the

members if the board of directors so elects.
N.D. Cent. Code § 10-19.1-01.1 — ND Code / Title 10 / Chapter 10-19.1 / Section 10-19.1-01.1
10-19.1-01.1. Legal recognition of electronic records and electronic signatures
Status: in_force

10-19.1-01.1. Legal recognition of electronic records and electronic signatures

For purposes of this chapter:

1. A record or signature may not be denied legal effect or enforceability solely because it

is in electronic form;

2. A contract may not be denied legal effect or enforceability solely because an electronic

record was used in its formation;

3. If a provision requires a record to be in writing, an electronic record satisfies the

requirement; and

4. If a provision requires a signature, an electronic signature satisfies the requirement.
N.D. Cent. Code § 10-01.1-06 — ND Code / Title 10 / Chapter 10-01.1 / Section 10-01.1-06
10-01.1-06. Listing of commercial registered agent
Status: in_force

10-01.1-06. Listing of commercial registered agent

1. An individual residing in this state or a domestic or foreign corporation or limited

liability company may become listed as a commercial registered agent by filing with

the secretary of state a commercial registered agent listing statement signed by or on

behalf of the person which states:

a. The name of the individual or the name, type, and jurisdiction of organization of

the entity;

b. That the person is in the business of serving as a commercial registered agent in

this state; and

c. The address of a place of business of the person in this state to which service of

process and other notice and documents being served on or sent to entities

represented by it may be delivered.

2. An individual residing in this state or a domestic or foreign corporation or limited

liability company may file additional listings as a commercial registered agent if filed

with trade names registered under chapter 47-25. The filing must be in the same

manner as provided in subsection 1 and disclose the trade name being used. A listing

with a trade name may provide an alternate address of a place of business of the

person in this state to which service of process and other notice and documents being

served on or sent to entities represented by it may be delivered.

3. If the name of a person filing a commercial registered agent listing statement is not

distinguishable on the records of the secretary of state from the name of another

commercial registered agent listed under this section, the person must adopt and

register a trade name that is so distinguishable and use that name in its statement and

when it does business in this state as a commercial registered agent.

4. A commercial registered agent listing statement takes effect on filing.

5. The secretary of state shall note the filing of the commercial registered agent listing

statement in the record of the represented entity and in the index of filings maintained

by the secretary of state for each entity represented by the registered agent at the time

of the filing. The statement has the effect of deleting the address of the registered

agent from the registered agent filing of each of those entities.

6. The secretary of state may make minor modifications to the name of a registered

agent in a previously filed record in order to cause the modified name to be consistent

with the correct name of a proposed commercial registered agent when it can be

concluded from the previously filed record that the name of the proposed commercial

registered agent was intended.
N.D. Cent. Code § 10-19.1-100.1 — ND Code / Title 10 / Chapter 10-19.1 / Section 10-19.1-100.1
10-19.1-100.1. Merger to effect a holding company reorganization
Status: in_force

10-19.1-100.1. Merger to effect a holding company reorganization

1. For purposes of this section:

a. "Holding company" means the corporation that is or becomes the direct parent of

the surviving corporation of a merger accomplished under this section.

b. "Parent constituent corporation" means the parent corporation that merges with

or into the subsidiary constituent corporation.

c. "Subsidiary constituent corporation" means the subsidiary corporation that the

parent constituent corporation merges with or into in the merger.

2. Unless its articles expressly provide otherwise, and subject to subsection 3, a parent

constituent corporation may merge with or into a subsidiary constituent corporation

without a vote of the shareholders of the parent constituent corporation.

3. A merger may be accomplished under this section only if each of the following

requirements is met:

a. The holding company and the constituent corporations to the merger are each

organized under this chapter;

b. At all times following the issuance of shares until the consummation of a merger

under this section, the holding company was a direct wholly owned subsidiary of

the parent constituent corporation;

c. Immediately before the consummation of a merger under this section, the

subsidiary constituent corporation is an indirect wholly owned subsidiary of the

parent constituent corporation and a direct wholly owned subsidiary of the holding

company;

d. The parent constituent corporation and the subsidiary constituent corporation are

the only constituent corporations to the merger;

e. Immediately after the merger becomes effective, the surviving corporation

becomes or remains a direct wholly owned subsidiary of the holding company;

f. Each share or fraction of a share of the parent constituent corporation

outstanding immediately before the effective time of the merger is converted in

the merger into a share or equal fraction of a share of the holding company

having the same designation and relative rights and preferences, and the same

restrictions thereon, as the share or fraction of a share of the parent constituent

corporation being converted in the merger;

g. The articles and bylaws of the holding company immediately following the

effective time of the merger contain provisions identical to the articles and bylaws

of the parent constituent corporation immediately before the effective time of the

merger, other than provisions, if any, regarding the incorporator or incorporators,

the corporate name, the registered office and agent, the initial board, and the

initial subscribers for shares and the provisions contained in any amendment to

the articles of the parent constituent corporation that were necessary to effect an

exchange, reclassification, or cancellation of shares if the exchange,

reclassification, or cancellation has become effective;

h. The articles and bylaws of the surviving corporation immediately following the

effective time of the merger are identical to the articles and bylaws of the parent

constituent corporation immediately before the effective time of the merger, other

than provisions, if any, regarding the incorporator or incorporators, the corporate

name, the registered office and agent, the initial board, and the initial subscribers

for shares and the provisions contained in any amendment to the articles of the

parent constituent corporation that were necessary to effect an exchange,

reclassification, or cancellation of shares if the exchange, reclassification, or

cancellation has become effective, except that:

(1) The articles of the surviving corporation shall be amended in the merger to

contain a provision requiring that any act or transaction by or involving the

surviving corporation, other than the election or removal of directors of the

surviving corporation, that requires for its adoption under this chapter or its

articles the approval of the shareholders of the surviving corporation shall,

by specific reference to this section, require, in addition, the approval of the

shareholders of the holding company, or any successor by merger, by the

same vote as is required by this chapter or the articles of the surviving

corporation; and

(2) The articles of the surviving corporation may be amended in the merger to

reduce the number of classes, series, and shares that the surviving

corporation is authorized to issue;

i. The directors of the parent constituent corporation become or remain the

directors of the holding company immediately after the merger becomes effective;

j. The board of the parent constituent corporation determines that the shareholders

of the parent constituent corporation will not recognize gain or loss for United

States federal income tax purposes; and

k. A resolution approved by the affirmative vote of a majority of the directors of the

parent constituent corporation present sets forth a plan of merger that contains

provisions addressing the requirements of subdivisions a through j.

4. Neither paragraph 1 of subdivision h of subsection 3, nor any provisions of the

surviving corporation's articles required by that item may be construed to require

approval of the shareholders of the holding company to elect or remove directors of

the surviving corporation.

5. If the name of the holding company at the time the merger takes effect is the same as

the name of the parent constituent corporation immediately before that time, the

shares of the holding company into which the shares of the parent constituent

corporations are converted in the merger must, unless new certificates are issued, be

represented by the share certificates that previously represented shares of the parent

constituent corporation.

6. Articles of merger must be:

a. Prepared that contain:

(1) The plan of merger; and

(2) A statement that the plan of merger was adopted under this section.

b. Signed on behalf of the parent constituent corporation and filed with the secretary

of state.

7. The secretary of state shall issue a certificate of merger to the surviving corporation or

its legal representative.

8. A merger between a parent and a subsidiary may be accomplished under sections

10-19.1-97, 10-19.1-98, 10-19.1-99, and 10-19.1-100 instead of this section, in which

case this section does not apply.
N.D. Cent. Code § 10-15-34.1 — ND Code / Title 10 / Chapter 10-15 / Section 10-15-34.1
10-15-34.1. Unclaimed distributions, redemptions, or payments
Status: in_force

10-15-34.1. Unclaimed distributions, redemptions, or payments

1. Any distribution of proceeds or redemption of, or payment based upon, any security by

a domestic cooperative, excluding all credit unions, which remains unclaimed six years

after the date authorized for retirement or payment in cash or other property, may be

forfeited by the board. Any amount forfeited shall revert to the domestic cooperative,

as contributed capital, if, at least six months prior to the declared date of forfeiture,

notice that such payment is available has been mailed to the last-known address of

the person shown by the records to be entitled thereto, or if the address is unknown,

notice is published under section 10-15-23.

2. This section applies to all such payments authorized before or after July 1, 1979.
N.D. Cent. Code § 10-32.1-04 — ND Code / Title 10 / Chapter 10-32.1 / Section 10-32.1-04
10-32.1-04. Knowledge and notice
Status: in_force

10-32.1-04. Knowledge and notice

1. A person knows a fact when the person:

a. Has actual knowledge of it; or

b. Is deemed to know it under subdivision a of subsection 4, or law other than this

chapter.

2. A person has notice of a fact when the person:

a. Has reason to know the fact from all of the facts known to the person at the time

in question; or

b. Is deemed to have notice of the fact under subdivision b of subsection 4.

3. A person notifies another of a fact by taking steps reasonably required to inform the

other person in ordinary course, whether or not the other person knows the fact.

4. A person that is not a member is deemed:

a. To know of a limitation on authority to transfer real property as provided in

subsection 7 of section 10-32.1-24; and

b. To have notice of:

(1) The dissolution of a limited liability company, ninety days after a notice of

dissolution under paragraph 1 of subdivision b of subsection 2 of section

10-32.1-51, becomes effective;

(2) The termination of a limited liability company, ninety days after the articles of

dissolution and termination under paragraph 6 of subdivision b of subsection

2 of section 10-32.1-51, becomes effective; and

(3) The merger, conversion, or domestication of a limited liability company,

ninety days after the articles of merger, conversion, or domestication under

sections 10-32.1-67 through 10-32.1-71 becomes effective.
N.D. Cent. Code § 10-36-01 — ND Code / Title 10 / Chapter 10-36 / Section 10-36-01
10-36-01. Citation
Status: in_force

10-36-01. Citation

This chapter may be cited as the North Dakota Nonprofit Limited Liability Company Act.
N.D. Cent. Code § 10-32.1-05 — ND Code / Title 10 / Chapter 10-32.1 / Section 10-32.1-05
10-32.1-05. Application to existing relationships
Status: repealed

10-32.1-05. Application to existing relationships

1. On or after July 1, 2015, a limited liability company may not be formed under chapter

10-32.

2. Before January 1, 2016, this chapter governs only:

a. A limited liability company formed on or after July 1, 2015; and

b. Except as otherwise provided in subsection 3, a limited liability company formed

before July 1, 2015, which elects, in the manner provided in its articles of

organization, operating agreement or bylaws for amending the operating

agreement, to be subject to this chapter.

3. Except as otherwise provided in subsection 4, on and after January 1, 2016, this

chapter governs all limited liability companies.

4. For the purposes of applying this chapter to a limited liability company formed before

July 1, 2015:

a. The articles of organization of the limited liability company under chapter 10-32 at

the time the limited liability company becomes subject to this chapter are deemed

to be the articles of organization of the limited liability company; and

b. For the purposes of applying subsection 35 of section 10-32.1-02, and subject to

subsection 4 of section 10-32.1-15, the language in the articles of organization,

and any bylaws, operating agreement, or member control agreement, or any

combination of those documents of a limited liability company formed before

July 1, 2015, that becomes subject to this chapter will operate as if that language

were in the operating agreement of the limited liability company when it becomes

subject to this chapter; and

c. Subject to the operating agreement of the limited liability company:

(1) The limited liability company shall keep the records specified in

subdivision k of subsection 1 of section 10-32-51, at the principal executive

office of the limited liability company, or at another place or places within the

United States as determined under subsection 1 of section 10-32-51, before

the limited liability company became subject to this chapter;

(2) For the purpose of applying paragraph 1, subsections 3 and 4 of section

10-32-56, continue to apply to the limited liability company as if those

provisions had not been repealed;

(3) Subsection 1 of section 10-32.1-30, does not apply to the limited liability

company;

(4) The profits and losses of the limited liability company are to be allocated

among the members, and among classes and series of members, in

proportion to the value of the contributions of the members reflected in the

records required by paragraph 1;

(5) The voting power of each membership interest is in proportion to the value

of the contributions of the members reflected in the records required by

paragraph 1;

(6) Distributions of cash or other assets of the limited liability company,

including distributions on the dissolution of the limited liability company, must

be allocated in proportion to the value of the contributions of the members

reflected in the records required by paragraph 1;

(7) Subdivision a of subsection 1 and subsections 2 and 3 of 10-32-54 and

section 10-32-55 continue to apply to the limited liability company as if those

provisions had not been repealed; and

(8) For the purpose of applying paragraph 7, subsection 1 of section 10-32-40.1

continues to apply to the limited liability company as if that provision had not

been repealed.
N.D. Cent. Code § 10-19.1-46 — ND Code / Title 10 / Chapter 10-19.1 / Section 10-19.1-46
10-19.1-46. Act of the board
Status: in_force

10-19.1-46. Act of the board

1. The board shall take action by the affirmative vote of the greater of a majority of the

directors present at a duly held meeting at the time the action is taken, or a majority of

the minimum proportion or number of directors that would constitute a quorum for the

transaction of business at the meeting, except when this chapter or the articles require

the affirmative vote of a larger proportion or number. If the articles require a larger

proportion or number than is required by this chapter for a particular action, then the

articles control.

2. The articles of a domestic corporation that is not incorporated under chapter 10-35

may confer upon one or more directors voting powers greater than or less than those

of other directors.

a. After the adoption of the initial articles, an amendment to the articles to confer

upon one or more directors voting powers greater than or less than those of other

directors requires the approval of all of the shareholders entitled to vote on the

amendment.

b. If the articles provide that any director has more or less than one vote on any

matter, then:

(1) Every reference in this chapter to a majority or other proportion of the

directors shall refer to a majority or other proportion of the voting power of

the directors.

(2) Unless otherwise provided in the articles, the bylaws, or the resolution

establishing the committee or the subcommittee, any such provision

conferring greater or lesser voting power applies to voting in a committee or

subcommittee.
N.D. Cent. Code § 10-33-69 — ND Code / Title 10 / Chapter 10-33 / Section 10-33-69
10-33-69. Record date - Determining members entitled to notice and vote
Status: in_force

10-33-69. Record date - Determining members entitled to notice and vote

1. The board may fix a date not more than fifty days, or a shorter time period provided in

the articles or bylaws, before the date of a meeting of members as the date for the

determination of the members entitled to notice of and entitled to vote at the meeting.

When a date is fixed, only members with voting rights on that date are entitled to

notice of and permitted to vote at that meeting of members.

2. A determination of members entitled to notice and to vote at a membership meeting is

effective for an adjournment of the meeting unless the board fixes a new date for

determining the right to notice and to vote, which it must do if the meeting is adjourned

to a date more than fifty days after the record date for determining members entitled to

notice of the original meeting.

3. If a court orders a meeting adjourned to a date more than one hundred twenty days

after the date fixed for the original meeting, the court may provide that the original

record date for notice and voting continues in effect or the court may fix a new record

date for notice and voting.
N.D. Cent. Code § 10-31-01 — ND Code / Title 10 / Chapter 10-31 / Section 10-31-01
10-31-01. Definitions
Status: in_force

10-31-01. Definitions

As used in this chapter, unless the context otherwise requires:

1. "Create" means to form an organization by:

a. Incorporating a professional corporation;

b. Organizing a professional limited liability company; or

c. Registering a professional limited liability partnership.

2. "Executive" means an officer or a director of a professional corporation, a manager or

a governor of a professional limited liability company, or a partner of a professional

limited liability partnership.

3. "Foreign limited liability partnership" has the meaning set forth in section 45-22-01.

4. "Foreign professional organization" means a professional organization that is created

under laws other than the laws of this state for purposes for which a professional

organization may be created under this chapter.

5. "Minority owner" means an owner of a professional organization:

a. Who is not licensed or otherwise legally authorized within this state to render the

same professional service as the organization;

b. Who provides a service to the organization which is ancillary to the organization's

professional service;

c. Who does not provide that owner's service to the public through the organization;

and

d. Who is expressly authorized under subsection 3 of section 10-31-04.

6. "Owner" means a shareholder of a professional corporation, a member of a

professional limited liability company, or a partner of a limited liability partnership.

7. "Professional corporation" or "corporation" means a corporation that is incorporated

under this chapter for the purpose of rendering professional service and which has as

its shareholders only:

a. Individuals who themselves are licensed or otherwise legally authorized within

this state to render the same professional service as the corporation;

b. Nonlicensed employees as provided in section 10-31-07.1; and

c. Minority owners.

8. "Professional limited liability company" or "limited liability company" means a limited

liability company that is organized under this chapter for the purpose of rendering

professional service and which has as its members only:

a. Individuals who themselves are licensed or otherwise legally authorized within

this state to render the same professional service as the limited liability company;

b. Nonlicensed employees as provided in section 10-31-07.2; and

c. Minority owners.

9. "Professional limited liability partnership" or "limited liability partnership" means a

limited liability partnership that is registered under this chapter for the purpose of

rendering professional service, is not a foreign limited liability partnership, and has as

its partners only:

a. Individuals who are licensed or otherwise legally authorized within this state to

render the same professional service as the limited liability partnership;

b. Nonlicensed employees as provided in section 10-31-07.1; and

c. Minority owners.

10. "Professional organization" or "organization" means:

a. A professional corporation that is incorporated under this chapter;

b. A professional limited liability company that is organized under this chapter; or

c. A professional limited liability partnership that is registered under this chapter.

11. "Professional service" means the personal service to the public which requires a

license as a condition precedent to the rendering of such service and which requires

as a condition of licensure an undergraduate or advanced college degree in the

specific field.
N.D. Cent. Code § 10-15-12 — ND Code / Title 10 / Chapter 10-15 / Section 10-15-12
10-15-12. Principal office - Registered agent
Status: in_force

10-15-12. Principal office - Registered agent

1. A cooperative shall maintain in this state either:

a. Its principal office; or

b. A registered agent as provided in chapter 10-01.1 and, if a noncommercial

registered agent, the address of the registered office in this state.

2. The board may establish a registered agent and address of the registered agent or

change the location of the principal office by causing a statement in writing to be filed

as an amendment to the articles as provided in section 10-15-53 or, if only a change of

address of the principal office is required, an amendment need not be filed; however,

the change of address of the principal office must then be reported on the annual

report filed after the change. If a written statement is filed, the statement shall set forth

the name of the cooperative, the name and address of the registered agent as

established, and the location of its principal office as changed. For the purposes of this

chapter, the post-office address of an existing cooperative becoming subject to this

chapter, as set forth in the articles for its business office, shall be considered its

registered office and the secretary of the cooperative shall be considered its registered

agent unless the articles are amended otherwise.

3. The board may establish a registered agent as provided in chapter 10-01.1 by causing

a statement in writing to be filed as an amendment to the articles as provided in

section 10-15-53. Such statement shall set forth:

a. The name of the cooperative; and

b. The name of the registered agent as provided in chapter 10-01.1, and if a

noncommercial registered agent, the address of the registered office.

4. As provided in chapter 10-01.1:

a. The board may change:

(1) A registered agent;

(2) The address of a registered agent; or

(3) The name of a registered agent.

b. A registered agent may resign.
N.D. Cent. Code § 10-19.1-72.1 — ND Code / Title 10 / Chapter 10-19.1 / Section 10-19.1-72.1
10-19.1-72.1. Court-ordered meeting of shareholders
Status: in_force

10-19.1-72.1. Court-ordered meeting of shareholders

1. The district court of the county where the principal executive office of a corporation is

located may order a meeting to be held:

a. On application of a shareholder or shareholders holding five percent or more of

the voting power of all shares entitled to vote, if a meeting was not held within the

earlier of:

(1) Six months after the fiscal yearend of the corporation; or

(2) Fifteen months after its last meeting; or

b. On application of a voting shareholder who signed a demand for a special

meeting valid under section 10-19.1-72 or a person entitled to call a special

meeting if:

(1) Notice of the special meeting was not given within thirty days after the date

the demand was delivered to a corporate officer; or

(2) The special meeting was not held in accordance with the notice.

2. The court may:

a. Fix the time and place of the meeting;

b. Specify a record date for determining shareholders entitled to notice of and to

vote at the meeting;

c. Prescribe the form and content of the meeting notice;

d. Fix the quorum required for specific matters to be considered at the meeting or

direct that the votes represented at the meeting constitute a quorum for action on

those matters; and

e. Enter other orders necessary to accomplish the purposes of the meeting.

3. If the court orders a meeting it may also order the corporation to pay the costs of the

shareholder, including reasonable attorney's fees, incurred to obtain the order.
N.D. Cent. Code § 10-15-33 — ND Code / Title 10 / Chapter 10-15 / Section 10-15-33
10-15-33. Apportionment and distribution of proceeds
Status: in_force

10-15-33. Apportionment and distribution of proceeds

At least once annually the directors shall determine and distribute net proceeds as follows:

1. There shall be deducted from total proceeds:

a. All operating expenses and costs.

b. The cost of supplies, commodities, equipment, and other property or services

procured or sold for patrons.

c. The cost of services performed for patrons.

d. All taxes and all other expenses.

e. Reasonable and necessary reserves for depreciation, depletion, and

obsolescence of physical property, doubtful accounts, and other valuation

reserves, all of which shall be established in accordance with usual and

customary accounting practices.

2. The remainder of the total proceeds are net proceeds and shall be distributed and paid

as follows:

a. An amount, not to exceed five percent thereof, may be set aside as an

educational fund to be used in teaching or promoting cooperative organization or

principles when approved by a majority of the members voting at any annual

meeting. Such fund shall for all purposes except the computation of net proceeds

be deemed an expense of operation of the cooperative. Such funds shall not be

used in any political activity. Such educational funds shall not be paid to any other

cooperative, mutual aid corporation, or other general farm organization unless

such cooperative, mutual aid corporation, or general farm organization receiving

such funds provides in its bylaws or articles that officers and directors shall be

elected by secret ballot and that only active or retired farmers and ranchers, their

spouses, and their children, are eligible to vote on the affairs of the cooperative,

mutual aid corporation, or general farm organization.

b. A share of the net proceeds may be set aside for or paid to employees. Such

amount shall for all purposes except the computation of net proceeds be deemed

an expense of operation of the cooperative.

c. In a cooperative organized with capital stock, such dividend may be paid upon

capital stock as is authorized by the articles. No dividend may be paid if the

capital is impaired or if payment of such dividend would result in an impairment of

capital.

3. Unless the articles or bylaws otherwise expressly provide, none of the remainder of

the net proceeds shall constitute income of the cooperative but all thereof shall be

distributed and paid to patrons, whether members or not, as follows:

a. Reasonable reserves for necessary purposes may be created, which shall be

credited to patrons in accordance with the ratio which their patronage bears to

total patronage.

b. All the remainder of the net proceeds shall be distributed and paid to patrons in

accordance with the ratio which their patronage bears to total patronage.

c. There shall be no distinction between the persons entitled thereto, but such

reserves and distribution may be based upon business done with particular

departments or in particular commodities, supplies, or services, or upon

classification of business according to the type or nature thereof.

4. If the articles or bylaws so provide:

a. Any of the net proceeds may be credited to allocated or unallocated surplus or

reserves of the cooperative.

b. None of the remainder shall constitute income to the cooperative, but all thereof

shall be distributed and paid in accordance with the ratio which individual

patronage bears to total patronage, either to all patrons, to member patrons only,

or to all patrons with nonmembers receiving a lower proportion than members, as

the bylaws may provide. There shall be no other distinction between members

and nonmembers, but distribution may be based on business done with particular

departments, or in particular commodities, supplies, or services, or upon

classification of business according to type or nature thereof.

5. The distribution and payment of net proceeds under subsections 3 and 4 may be in

cash, credits, stock, membership interests, certificates of interest, revolving fund

certificates, letters of advice, or other certificates or securities of the cooperative or of

other associations, corporations, or limited liability companies, in other property, or in

any combination thereof.

6. All or any part of the net proceeds may be applied to losses incurred in prior years,

and the bylaws may also include any reasonable provisions for the apportionment of

losses.

7. When authorized by a majority of the members voting at any annual meeting, the

directors may provide for the deduction from patronage dividends of membership dues

in any other cooperative, mutual aid corporation, or other general farm organization.
N.D. Cent. Code § 10-13-02 — ND Code / Title 10 / Chapter 10-13 / Section 10-13-02
10-13-02. Name of electric cooperative
Status: in_force

10-13-02. Name of electric cooperative

The name of an electric cooperative must include the words "electric cooperative". The

name must be such as to distinguish it from any other cooperative organized and existing under

the laws of this state or authorized to do business in this state. Only a cooperative organized

subject to this chapter or authorized to do business under this chapter may use the words

"electric cooperative" in its name.
N.D. Cent. Code § 10-35-21 — ND Code / Title 10 / Chapter 10-35 / Section 10-35-21
10-35-21. Financial statements
Status: in_force

10-35-21. Financial statements

Section 10-19.1-85 does not apply to a publicly traded corporation.
N.D. Cent. Code § 10-32.1-88 — ND Code / Title 10 / Chapter 10-32.1 / Section 10-32.1-88
10-32.1-88. Secretary of state - Correcting a filed record
Status: in_force

10-32.1-88. Secretary of state - Correcting a filed record

1. Whenever a record authorized by this chapter to be filed with the secretary of state

has been filed and inaccurately records the action referred to in the record, contains

an inaccurate or erroneous statement, or was defectively or erroneously signed,

sealed, acknowledged, or verified, then the record may be corrected by filing a

statement of correction.

2. A statement of correction:

a. Must:

(1) Be signed by:

(a) The person that signed the original record; or

(b) By a person authorized to sign on behalf of that person;

(2) Set forth the name of the limited liability company that filed the record;

(3) Identify the record to be corrected by description and by the date of its filing

with the secretary of state;

(4) Identify the inaccuracy, error, or defect to be corrected; and

(5) Set forth a statement in corrected form of the portion of the record to be

corrected.

b. May not revoke or nullify the filed record.

3. The statement of correction must be filed with the secretary of state.

4. With respect to the effective date of correction:

a. A certificate issued by the secretary of state before a record is corrected, with

respect to the effect of filing the original record, is considered to be applicable to

the record as corrected as of the date the record as corrected is considered to

have been filed under this subsection.

b. After a statement of correction has been filed with the secretary of state, the

original record as corrected is considered to have been filed:

(1) On the date the statement of correction was filed:

(a) As to persons adversely affected by the correction; and

(b) For the purposes of subsection 3 of section 10-32.1-04; and

(2) On the date the original record was filed as to all other persons and for all

other purposes.
N.D. Cent. Code § 10-33-74 — ND Code / Title 10 / Chapter 10-33 / Section 10-33-74
10-33-74. Member action by ballot
Status: in_force

10-33-74. Member action by ballot

1. Except as provided in subsection 5 and unless prohibited or limited by the articles or

bylaws, an action that may be taken at a regular or special meeting of members may

be taken without a meeting if the corporation mails or delivers a ballot to every

member entitled to vote on the matter.

2. A ballot must set forth each proposed action and provide an opportunity to vote for or

against each proposed action.

3. Approval by ballot under this section is valid only if:

a. The number of votes cast by ballot equals or exceeds the quorum required to be

present at a meeting authorizing the action; and

b. The number of approvals equals or exceeds the number of votes that would be

required to approve the matter at a meeting at which the total number of votes

cast was the same as the number of votes cast by ballot.

4. Solicitations for votes by ballot must:

a. Indicate the number of responses needed to meet the quorum requirements;

b. State the percentage of approvals necessary to approve each matter other than

election of directors; and

c. Specify the time by which a ballot must be received by the corporation in order to

be counted.

5. Except as otherwise provided in the articles or bylaws, a ballot may not be revoked.

6. With respect to a ballot by electronic communication:

a. A corporation may deliver a ballot by electronic communication only if the

corporation complies with subsection 4 of section 10-33-68 as if the ballot were a

notice.

b. Consent by a member to receive notice by electronic communication in a certain

manner constitutes consent to receive a ballot by electronic communication in the

same manner.
N.D. Cent. Code § 10-06.1-12 — ND Code / Title 10 / Chapter 10-06.1 / Section 10-06.1-12
10-06.1-12. Farming or ranching corporation or farming or ranching limited liability company allowed to engage in the business of farming or ranching - Requirements
Status: in_force

10-06.1-12. Farming or ranching corporation or farming or ranching limited liability

company allowed to engage in the business of farming or ranching - Requirements.

This chapter does not prohibit a farming or ranching corporation or a farming or ranching

limited liability company from owning or leasing farmland or ranchland and engaging in the

business of farming or ranching, if the corporation meets all the requirements of chapter 10-19.1

or the limited liability company meets all the requirements of chapter 10-32.1 which are not

inconsistent with this chapter. The following requirements also apply:

1. a. If a farming or ranching corporation, the corporation must not have more than

fifteen shareholders.

b. If a farming or ranching limited liability company, the limited liability company

must not have more than fifteen members.

2. Each shareholder or member must be related to each of the other shareholders or

members within one of the following degrees of kinship or affinity: parent, son,

daughter, stepson, stepdaughter, grandparent, grandson, granddaughter, brother,

sister, uncle, aunt, nephew, niece, great-grandparent, great-grandchild, first cousin,

second cousin, or the spouse or surviving spouse of a person so related.

3. Each shareholder or member must be an individual or one of the following:

a. A trust for the benefit of an individual or a class of individuals who are related to

every shareholder of the corporation or member of the limited liability company

within the degrees of kinship or affinity specified in this section.

b. An estate of a decedent who was related to every shareholder of the corporation

or member of the limited liability company within the degrees of kinship or affinity

specified in this section.

4. A trust or an estate may not be a shareholder or member if the beneficiaries of the

trust or the estate together with the other shareholders or members are more than

fifteen in number.

5. Each individual who is a shareholder or member must be a citizen of the United States

or a permanent resident alien of the United States.

6. a. If a farming or ranching corporation, the officers and directors of the corporation

must be shareholders who are actively engaged in operating the farm or ranch.

b. If a farming or ranching limited liability company, the governors, managers, and

members authorized under a statement of authority of the limited liability

company must be members who are actively engaged in operating the farm or

ranch.

7. An annual average of at least sixty-five percent of the gross income of the farming or

ranching corporation or farming or ranching limited liability company over the previous

five years, or for each year of its existence, if less than five years, must have been

derived from engaging in the business of farming or ranching.

8. The income of the farming or ranching corporation or farming or ranching limited

liability company from nonfarm rent, nonfarm royalties, dividends, interest, and

annuities cannot exceed twenty percent of the gross income of the corporation or

limited liability company.

9. The farming or ranching corporation or farming or ranching limited liability company

must own or lease farmland or ranchland.
N.D. Cent. Code § 10-32.1-62 — ND Code / Title 10 / Chapter 10-32.1 / Section 10-32.1-62
10-32.1-62. Plan of conversion
Status: in_force

10-32.1-62. Plan of conversion

A plan of conversion must be in a record and must contain:

1. The name and form of the converting organization before conversion;

2. The name and form of the converted organization after conversion;

3. The terms and conditions of the proposed conversion;

4. The manner and basis of converting each ownership interest in the converting

organization into ownership interests in the converted organization or, in whole or in

part, into money or other property;

5. The organizational records of the converted organization; and

6. Any other provisions with respect to the proposed conversion that are deemed

necessary or desirable.
N.D. Cent. Code § 10-15-51.1 — ND Code / Title 10 / Chapter 10-15 / Section 10-15-51.1
10-15-51.1. Foreign cooperative - Name
Status: in_force

10-15-51.1. Foreign cooperative - Name

A foreign cooperative may apply for a certificate of authority under any name that would be

available to a domestic cooperative, whether the name is the name under which it is authorized

in its jurisdiction of origin. A trade name must be registered as provided in chapter 47-25 when

applying for a certificate of authority under a name different from the name authorized in the

jurisdiction of origin.
N.D. Cent. Code § 10-33-90 — ND Code / Title 10 / Chapter 10-33 / Section 10-33-90
10-33-90. Effective date of merger or consolidation - Effect
Status: in_force

10-33-90. Effective date of merger or consolidation - Effect

1. A merger or consolidation is effective when the articles of merger or consolidation are

filed with the secretary of state or on a later date named in the articles.

2. When a merger or consolidation becomes effective:

a. The constituent corporations become a single corporation, which, in case of

merger, is a surviving corporation or, in case of consolidation, is a new

corporation.

b. Subject to subdivision c and section 10-33-91, and except for the surviving

corporation, the separate existence of the constituent corporations ends.

c. When the agreement of merger or consolidation expressly provides for the

continuance of the corporate existence of a constituent corporation and expressly

declares the purpose for the continuance, the corporate existence of the

constituent corporation continues in the single corporation for the purpose

declared in the agreement.

d. The single corporation has the rights, privileges, immunities, and powers, and is

subject to the duties and liabilities, of a corporation formed under this chapter.

e. The single corporation has the rights, privileges, immunities, powers, and

franchises, public and private, of each constituent corporation.

f. All real or personal property, debts, including debts arising from a subscription for

membership, and interests belonging to each constituent corporation are

transferred to the single corporation without further act or deed.

g. Interest in real estate possessed by a constituent corporation does not revert to

the grantor, or otherwise, nor is it in any way impaired by reason of the merger or

consolidation; and the personal property of a constituent corporation does not

revert by reason of the merger or consolidation.

h. Except when the will or other instrument provides otherwise, and subject to

section 10-33-95, a devise, bequest, gift, or grant contained in a will or other

instrument, in trust or otherwise, made before or after the merger or consolidation

has become effective, to or for any of the constituent corporations, inures to the

single corporation.

i. Debts, liabilities, and obligations of each constituent corporation become the

debts, liabilities, and obligations of the single corporation, just as if the debts,

liabilities, and obligations had been incurred or contracted by the single

corporation.

j. Existing claims or a pending action or proceeding by or against a constituent

corporation may be prosecuted to judgment as though the merger or

consolidation had not been effected, or the single corporation may be substituted

for the constituent corporation.

k. The liabilities of the members, officers, directors, or similar groups or persons,

however denominated, of a constituent corporation are not affected by the merger

or consolidation of a constituent corporation.

l. The rights of creditors or liens upon the property of a constituent corporation are

not impaired by the merger or consolidation, but the liens are limited to the

property upon which they were liens immediately before the merger or

consolidation.

m. The articles of the surviving corporation are considered to be amended to the

extent that changes in its articles are contained in a plan of merger.

n. In the case of a consolidation, the plan of consolidation constitutes the articles of

incorporation of the new corporation.

3. a. For purposes of this subsection, "fiduciary capacity" means the capacity of a

trustee, executor, administrator, personal representative, guardian, conservator,

receiver, escrow agent, agent for the investment of money, attorney in fact, or a

similar capacity.

b. Except when the will, declaration of trust, or other instrument provides otherwise,

the single corporation is, without further act or deed, the successor of the

constituent corporation in the fiduciary capacity in which a constituent corporation

was acting at the time of the merger or consolidation and is liable to any

beneficiary as fully as if the constituent corporation had continued its separate

corporate existence.

c. If a constituent corporation is nominated and appointed, or has been nominated

and appointed, in a fiduciary capacity in a will, declaration of trust, or other

instrument, order, or judgment before or after the merger or consolidation, then

even if the will or other instrument, order, or judgment does not become operative

or effective until after the merger or consolidation becomes effective, every

fiduciary capacity and the rights, powers, privileges, duties, discretions, and

responsibilities provided for in the nomination or appointment fully vest in and are

to be exercised by the single corporation, whether there are one or more

successive mergers or consolidations.
N.D. Cent. Code § 10-33-36 — ND Code / Title 10 / Chapter 10-33 / Section 10-33-36
10-33-36. Nonjudicial removal of directors
Status: in_force

10-33-36. Nonjudicial removal of directors

1. This section applies unless a different method of removal is provided for in the articles

or bylaws.

2. With respect to an elected director:

a. If there is a member with voting rights:

(1) A director may be removed by the board at any time, with or without cause,

if:

(a) The director was named by the board to fill a vacancy;

(b) The members with voting rights have not elected directors in the

interval between the time of the appointment to fill the vacancy and

the time of the removal; and

(c) A majority of the remaining directors present affirmatively vote to

remove the director.

(2) A director may be removed at any time, with or without cause, by those

members eligible to elect the director.

b. If there is no member with voting rights, a director may be removed at any time,

with or without cause, by those directors eligible to elect the director.

3. With respect to an appointed director:

a. Except as otherwise provided in the articles or bylaws, an appointed director may

be removed without cause by the person appointing the director.

b. The person removing the director shall do so by giving written notice of the

removal to the director and either the presiding officer of the board or the

corporation's president or secretary.

c. A removal is effective when the notice is effective unless the notice states a future

effective date.

4. A new director may be elected at a meeting at which a director is removed.
N.D. Cent. Code § 10-19.1-15 — ND Code / Title 10 / Chapter 10-19.1 / Section 10-19.1-15
10-19.1-15. Registered office - Registered agent
Status: in_force

10-19.1-15. Registered office - Registered agent

A corporation shall continuously maintain a registered agent in this state as provided by

chapter 10-01.1, and if a noncommercial registered agent, then the address of that

noncommercial registered agent in this state.
N.D. Cent. Code § 10-19.1-85.1 — ND Code / Title 10 / Chapter 10-19.1 / Section 10-19.1-85.1
10-19.1-85.1. Equitable remedies for shareholders
Status: in_force

10-19.1-85.1. Equitable remedies for shareholders

If a corporation or an officer or director of the corporation violates this chapter, a court in this

state, in an action brought by a shareholder of the corporation, may grant equitable relief it

considers just and reasonable in the circumstances and award expenses, including attorney's

fees and disbursements, to the shareholders.
N.D. Cent. Code § 10-15-39 — ND Code / Title 10 / Chapter 10-15 / Section 10-15-39
10-15-39. Restated articles
Status: in_force

10-15-39. Restated articles

A cooperative may, by action taken in the manner required for an amendment, adopt

restated articles which shall state they supersede existing articles and amendments. Restated

articles shall meet all requirements of original articles except:

1. Incorporators constituting the temporary board and the names and addresses of the

incorporators may be omitted.

2. The location of the principal office, or the complete address of the present registered

agent, shall be set forth as of the time of adoption of the restated articles. The name of

a new registered agent as provided in chapter 10-01.1 and, if a noncommercial

registered agent, then the address of such noncommercial registered agent in this

state may be set forth in lieu of the location of the principal office.
N.D. Cent. Code § 10-32.1-78 — ND Code / Title 10 / Chapter 10-32.1 / Section 10-32.1-78
10-32.1-78. Foreign limited liability company - Registered agent - Registered office
Status: in_force

10-32.1-78. Foreign limited liability company - Registered agent - Registered office

A foreign limited liability company authorized to transact business in this state shall

continuously maintain a registered agent and registered office in this state as provided in
N.D. Cent. Code § 10-35-20 — ND Code / Title 10 / Chapter 10-35 / Section 10-35-20
10-35-20. Action by shareholders without a meeting
Status: in_force

10-35-20. Action by shareholders without a meeting

1. An action required or permitted to be taken at a meeting of the shareholders of a

publicly traded corporation may be taken without a meeting by one or more records

signed by shareholders who own voting power equal to the voting power that would be

required to take the same action at a meeting of the shareholders at which all

shareholders were present.

2. Action may not be taken by a publicly traded corporation by ballot of its shareholders

without a meeting.
N.D. Cent. Code § 10-12-04 — ND Code / Title 10 / Chapter 10-12 / Section 10-12-04
10-12-04. Industrial commission to receive assets of North Dakota rural rehabilitation corporation upon dissolution
Status: in_force

10-12-04. Industrial commission to receive assets of North Dakota rural rehabilitation

corporation upon dissolution.

The industrial commission of North Dakota is hereby designated the agency of the state to

receive the assets of the North Dakota rural rehabilitation corporation in the event such

corporation is dissolved, including all properties that have been returned or may be returned to

the North Dakota rural rehabilitation corporation by the secretary of agriculture upon the

application of the corporation pursuant to the provisions of Public Law 499 of the 81st Congress,

dated April 3, 1950, including also such assets as have again been transferred or may hereafter

be transferred to the secretary of agriculture for administration pursuant to agreement between

the North Dakota rural rehabilitation corporation and the secretary of agriculture under the

provisions of Public Law 499 of the 81st Congress, dated April 3, 1950. The industrial

commission of North Dakota is hereby authorized to enter into any agreement with the secretary

of agriculture that may be required with respect to the administration of the assets it so receives.
N.D. Cent. Code § 10-19.1-90 — ND Code / Title 10 / Chapter 10-19.1 / Section 10-19.1-90
10-19.1-90. Advances
Status: in_force

10-19.1-90. Advances

A corporation may, without a vote of the directors or its shareholders, advance money to its

shareholders who provide services, directors, officers, or employees to cover expenses that can

reasonably be anticipated to be incurred by them in the performance of their duties and for

which they would be entitled to reimbursement in the absence of an advance.
N.D. Cent. Code § 10-33-108 — ND Code / Title 10 / Chapter 10-33 / Section 10-33-108
10-33-108. Procedure in involuntary or supervised voluntary dissolution
Status: in_force

10-33-108. Procedure in involuntary or supervised voluntary dissolution

1. In dissolution proceedings the court may issue injunctions, appoint receivers with all

powers and duties the court directs, take other actions required to preserve the

corporate assets wherever situated, and carry on the activities of the corporation until

a full hearing can be held.

2. When a proceeding involving a corporation described in subsection 1 of section

10-33-122 is begun, the court shall order that a copy of the petition be served on the

attorney general. In all proceedings under this section, the attorney general has a right

to participate as a party.

3. After a full hearing has been held, upon whatever notice the court directs to be given

to all parties to the proceedings and to any other parties in interest designated by the

court, the court may appoint a receiver to collect the corporate assets. A receiver has

authority, subject to the order of the court, to continue the activities of the corporation

and to sell, lease, transfer, or otherwise dispose of all or any of the property and

assets of the corporation either at public or private sale.

4. The assets of the corporation or the proceeds resulting from a sale, lease, transfer, or

other disposition must be applied in the following order of priority to the payment and

discharge of:

a. Assets received and held for a special use or purpose must be distributed

pursuant to subsection 2 of section 10-33-105;

b. The costs and expenses of the proceedings, including attorney's fees and

disbursements;

c. Debts, taxes, and assessments due the United States, this state and its

subdivisions, and other states and their subdivisions, in that order;

d. Claims duly proved and allowed to employees under title 65. Claims under this

subdivision may not be allowed if the corporation carried workforce safety and

insurance coverage, as provided by law, at the time the injury was sustained;

e. Claims, including the value of all compensation paid in any medium other than

money, duly proved and allowed to employees for services performed within three

months preceding the appointment of the receiver, if any; and

f. Other claims duly proved and allowed.

5. After payment of the expenses of receivership and claims of creditors duly proved, the

remaining assets, if any, must be distributed in accordance with section 10-33-105.
N.D. Cent. Code § 10-04-13 — ND Code / Title 10 / Chapter 10-04 / Section 10-04-13
10-04-13. Appeals
Status: repealed

10-04-13. Appeals

Repealed by S.L. 1995, ch. 313, § 14.
N.D. Cent. Code § 10-29-04 — ND Code / Title 10 / Chapter 10-29 / Section 10-29-04
10-29-04. Stock and transfer list - Certification
Status: in_force

10-29-04. Stock and transfer list - Certification

At the expiration of the time fixed in said notice, the secretary of the corporation, or any

other officer or director authorized to make the affidavit to the secretary of state, shall furnish the

stock and transfer list prepared by the person to the secretary of state, together with proof of

publication and mailing of the notice required by this chapter. Upon finding that the corporation

has complied with this section, the secretary of state shall certify a copy of the stock and

transfer list to the corporation as the true record of stock ownership on that date in all matters

pertaining to the corporation. The stock and transfer list so certified shall be deemed to be the

true record of all outstanding stock and the ownership thereof on the date of certification. As

soon as possible after such certification, the secretary of the corporation shall establish a new

stock and transfer book containing the names of those persons on the certified stock and

transfer list. For all purposes of the corporation, the stock outstanding and the ownership thereof

shall be deemed to be as stated from time to time in the new stock and transfer book.
N.D. Cent. Code § 10-33-54 — ND Code / Title 10 / Chapter 10-33 / Section 10-33-54
10-33-54. Resignation, removal, and vacancies for officers
Status: in_force

10-33-54. Resignation, removal, and vacancies for officers

1. An officer may resign by giving written notice to the corporation. The resignation is

effective without acceptance when the notice is given to the corporation, unless a later

effective date is specified in the notice.

2. With respect to removal:

a. Except as otherwise provided in the articles or bylaws, an officer may be removed

at any time, with or without cause, by a resolution adopted by the board or by the

members with voting rights, whichever elected or appointed the officer.

b. An officer appointed by the president may also be removed at any time, with or

without cause, by the president.

c. To the extent authorized in the articles, the bylaws, or a resolution approved by

the affirmative vote of a majority of the directors present, the president of a

corporation may remove an officer elected or appointed by the board, other than

the treasurer.

d. The articles or the bylaws may provide other manners of removing an officer.

e. A removal as described in this subsection is without prejudice to any contractual

rights of the officer.

3. A vacancy in an office because of death, resignation, removal, disqualification, or other

cause may, or in the case of a vacancy in the office of treasurer, if any, or president,

must be filled for the unexpired part of the term in the manner provided in the articles

or bylaws as determined by the board, or under section 10-33-52.
N.D. Cent. Code § 10-32.1-26 — ND Code / Title 10 / Chapter 10-32.1 / Section 10-32.1-26
10-32.1-26. Liability of members, managers, and governors
Status: in_force

10-32.1-26. Liability of members, managers, and governors

1. The debts, obligations, or other liabilities of a limited liability company, whether arising

in contract, tort, or otherwise:

a. Are solely the debts, obligations, or other liabilities of the company; and

b. Do not become the debts, obligations, or other liabilities of a member, manager,

or governor solely by reason of the member acting as a member, manager acting

as a manager, or governor acting as a governor.

2. The failure of a limited liability company to observe formalities relating exclusively to

the management of its internal affairs is not a ground for imposing liability on the

members, managers, or governors for the debts, obligations, or other liabilities of the

company.

3. Except as relates to the failure of a limited liability company to observe any formalities

relating exclusively to the management of its internal affairs, the case law that states

the conditions and circumstances under which the corporate veil of a corporation may

be pierced under North Dakota law also applies to limited liability companies.
N.D. Cent. Code § 10-33-18 — ND Code / Title 10 / Chapter 10-33 / Section 10-33-18
10-33-18. Filing articles of amendment
Status: in_force

10-33-18. Filing articles of amendment

An original of the articles of amendment must be filed with the secretary of state. If the

secretary of state finds that the articles of amendment conform to the filing requirements of this

chapter and that all fees have been paid as provided in section 10-33-140, then the articles of

amendment must be recorded in the office of the secretary of state. A corporation that amends

the corporate name and which is the owner of a service mark, trademark, or trade name, is a

general partner named in a fictitious name certificate, is a general partner in a limited

partnership or a limited liability limited partnership, or is a managing partner of a limited liability

partnership that is on file with the secretary of state must change or amend the corporation's

name in each registration when the corporation files an amendment.
N.D. Cent. Code § 10-30.6-03 — ND Code / Title 10 / Chapter 10-30.6 / Section 10-30.6-03
10-30.6-03. Incorporation
Status: in_force

10-30.6-03. Incorporation

Upon the filing of the articles of incorporation with the secretary of state, the secretary of

state shall issue to the corporation over the great seal of the state a certificate that the articles

containing the required documents have been filed in the secretary of state's office.
N.D. Cent. Code § 10-33-85 — ND Code / Title 10 / Chapter 10-33 / Section 10-33-85
10-33-85. Merger, consolidation, or transfer
Status: in_force

10-33-85. Merger, consolidation, or transfer

1. Two or more corporations may merge or consolidate, resulting in a single corporation

subject to this chapter. A merger or consolidation must be made as provided in

sections 10-33-86 through 10-33-92.

2. A corporation may sell, lease, transfer, or dispose of all or substantially all of its

property and assets under section 10-33-94.

3. If applicable, a corporation shall comply with sections 10-33-122 and 10-33-144 before

the corporation may merge, consolidate, sell, lease, transfer, or dispose of all or

substantially all of the corporation's assets.
N.D. Cent. Code § 10-15-53.3 — ND Code / Title 10 / Chapter 10-15 / Section 10-15-53.3
10-15-53.3. Secretary of state - Reinstatement following an involuntary dissolution or revocation of authority - Appeals
Status: in_force

10-15-53.3. Secretary of state - Reinstatement following an involuntary dissolution or

revocation of authority - Appeals.

1. With respect to reinstatement following involuntary dissolution or revocation of

authority:

a. A cooperative dissolved for failure to file an annual report or a foreign cooperative

for which authority was forfeited by failure to file an annual report may be

reinstated by filing the most recent past-due report, together with the statutory

filing and penalty fees for an annual report and a reinstatement fee. The fees

must be paid and the report filed within one year following the date of the

involuntary dissolution or revocation. Reinstatement under this section does not

affect the rights or liability of any person for the time from the dissolution or

revocation to the reinstatement.

b. With respect to a reinstatement that is more than one year after involuntary

dissolution or revocation:

(1) If the secretary of state dissolves a cooperative or revokes the certificate of

authority to transact business in this state of any foreign cooperative, under

the provisions of section 10-15-53.2, the cooperative or foreign cooperative

may appeal to district court in the judicial district serving Burleigh County for

reinstatement by filing with the clerk of court a petition, including:

(a) A copy of the articles of incorporation of the cooperative and a copy of

the notice of the involuntary dissolution given by the secretary of state;

or

(b) A copy of the certificate of authority of the foreign cooperative to

transact business in this state and a copy of the notice of revocation

given by the secretary of state.

The matter must be tried de novo by the court. The court shall either sustain

the action of the secretary of state or direct the secretary of state to take the

action as the court may deem proper.

(2) If the court order sought is one for reinstatement of a cooperative that has

been dissolved as provided in subsection 1 of section 10-15-53.2, or

reinstatement of the certificate of authority of a foreign cooperative that has

been revoked as provided in subsection 2 of section 10-15-53.2, together

with any other actions the court deems proper, any order that reverses the

decision of the secretary of state shall require the cooperative or foreign

cooperative to:

(a) File the most recent past-due annual report;

(b) Pay the fees to the secretary of state for all past-due annual reports as

provided in subsection 10 of section 10-15-54; and

(c) Pay the reinstatement fee to the secretary of state as provided in

subsection 10 of section 10-15-54.

(3) Appeals from all final orders and judgments entered by the district court

under this section in review of any ruling or decision of the secretary of state

may be taken as in other civil actions.

c. Reinstatement returns the cooperative to active status:

(1) As of the date of the reinstatement:

(a) In the office of the secretary of state; and

(b) As to persons adversely affected by the reinstatement; and

(2) As of the date of the involuntary dissolution or revocation:

(a) Validates contracts or other acts within the authority of the articles,

and the cooperative is liable for those contracts or acts; and

(b) Restores to the cooperative all assets and rights of the cooperative

and its members to the extent they were held by the cooperative and

its members before the involuntary dissolution or revocation occurred,

except to the extent that assets or rights were affected by acts

occurring after the involuntary dissolution or revocation, sold, or

otherwise distributed after that time.

d. Reapplication for any license or permit by a reinstated cooperative must be

pursuant to the law governing the issuance of the license or permit.

e. Appeals from all final orders and judgments by the district court under this

subsection may be taken as in other civil actions.

2. With respect to appeals of the rejection by the secretary of state of any record required

to be approved by the secretary of state before the record may be filed:

a. The secretary of state shall give written notice of the rejection to the person that

delivered the record, specifying the reasons for rejection.

b. Within thirty days after the service of the notice of denial, the cooperative or

foreign cooperative may appeal to the district court in the judicial district serving

Burleigh County by filing with the clerk of court a petition setting forth a copy of

the record sought to be filed and a copy of the written rejection of the record by

the secretary of state.

c. The matter must be tried de novo by the court.

d. The court either shall sustain the action of the secretary of state or direct the

secretary of state to take the action as the court may deem proper.

e. Appeals from all final orders and judgments by the district court under this

subsection may be taken as in other civil actions.
N.D. Cent. Code § 10-19.1-75 — ND Code / Title 10 / Chapter 10-19.1 / Section 10-19.1-75
10-19.1-75. Shareholder action without a meeting
Status: in_force

10-19.1-75. Shareholder action without a meeting

An action required or permitted to be taken at a meeting of the shareholders may be taken

without a meeting by written action signed, or consented to by authenticated electronic

communication, by all of the shareholders entitled to vote on that action.

1. If the articles so provide, any action may be taken by written action signed, or

consented to by authenticated electronic communication, by the shareholders who

own voting power equal to the voting power that would be required to take the same

action at a meeting of the shareholders at which all shareholders were present.

However, in no event may written action be taken by holders of less than a majority of

the voting power of all shares entitled to vote on that action.

a. After the adoption of the initial articles, an amendment to the articles to permit

written action to be taken by less than all shareholders requires the approval of all

of the shareholders entitled to vote on the amendment.

b. When written action is permitted to be taken by less than all shareholders, all

shareholders must be notified of its text and effective date no later than five days

after the date on which the action is taken.

c. Failure to provide the notice does not invalidate the written action.

d. A shareholder who does not sign or consent to the written action has no liability

for the action or actions taken by the written actions.

2. The written action is effective when it has been signed, or consented to by

authenticated electronic communication, by the required shareholders, unless a

different effective time is provided in the written action.

3. When this chapter requires or permits a certificate concerning an action to be filed with

the secretary of state, the officers signing the certificate must so indicate if the action

was taken under this section.
N.D. Cent. Code § 10-32.1-76 — ND Code / Title 10 / Chapter 10-32.1 / Section 10-32.1-76
10-32.1-76. Foreign limited liability company - Issuance of a certificate of authority
Status: in_force

10-32.1-76. Foreign limited liability company - Issuance of a certificate of authority

If the secretary of state finds that an application for a certificate of authority conforms to law

and all fees provided in section 10-32.1-92 have been paid, then the secretary of state shall:

1. Endorse on the application the word "filed" and the date of the filing;

2. File the application and the certificate of good standing or certificate of existence; and

3. Issue to the foreign limited liability company or its representative a certificate of

authority to transact business in this state.
N.D. Cent. Code § 10-19.1-104 — ND Code / Title 10 / Chapter 10-19.1 / Section 10-19.1-104
10-19.1-104. Transfer of assets - When permitted
Status: in_force

10-19.1-104. Transfer of assets - When permitted

1. A corporation, by affirmative vote of a majority of the directors present upon those

terms and conditions and for those considerations, which may be money, securities, or

other instruments for the payment of money or other property, as the board deems

expedient, and without shareholder approval, may:

a. Sell, lease, transfer, or otherwise dispose of all or substantially all of its property

and assets in the usual and regular course of its business;

b. Grant a security interest in all or substantially all of its property and assets

whether or not in the usual and regular course of its business; or

c. Transfer any or all of its property to an organization all the ownership interests of

which are owned directly, or indirectly through wholly owned organizations, by the

corporation.

2. With respect to shareholders' approval:

a. A corporation, by affirmative vote of a majority of the directors present, may sell,

lease, transfer, or otherwise dispose of all or substantially all of its property and

assets, including its good will, not in the usual and regular course of its business,

upon those terms and conditions and for those considerations, which may be

money, securities, or other instruments for the payment of money or other

property, as the board deems expedient, when approved at a regular or special

meeting of the shareholders by the affirmative vote of the holders of a majority of

the voting power of the shares entitled to vote.

(1) Written notice of the meeting must be given to all shareholders whether or

not they are entitled to vote at the meeting.

(2) The written notice must state that a purpose of the meeting is to consider

the sale, lease, transfer, or other disposition of all or substantially all of the

property and assets of the corporation.

b. Shareholder approval is not required under subdivision a if, following the sale,

lease, transfer, or other disposition of its property and assets, the corporation

retains a significant continuing business activity. The corporation will conclusively

be deemed to have retained a significant continuing business activity if the

corporation retains a business activity that represented at least:

(1) Twenty-five percent of the corporation's total assets at the end of the most

recently completed fiscal year; and

(2) Twenty-five percent of either income from continuing operations before

taxes or revenues from continuing operations for that fiscal year, measured

on a consolidated basis with its subsidiaries for each of paragraphs 1 and 2.

3. Confirmatory deeds, assignments, or similar instruments to evidence a sale, lease,

transfer, or other disposition may be signed and delivered at any time in the name of

the transferor by its current officers or, if the corporation no longer exists, by its last

officers.

4. The transferee is liable for the debts, obligations, and liabilities of the transferor only to

the extent provided in the contract or agreement between the transferee and the

transferor or to the extent provided by this chapter or other statutes of this state. A

disposition of all or substantially all of the property and assets of the corporation under

this section is not considered to be a merger or a de facto merger pursuant to this

chapter or otherwise. The transferee shall not be liable solely because it is deemed to

be a continuation of the transferor.
N.D. Cent. Code § 10-31-02 — ND Code / Title 10 / Chapter 10-31 / Section 10-31-02
10-31-02. Articles of incorporation
Status: in_force

10-31-02. Articles of incorporation

1. One or more individuals may incorporate a professional organization in the form of a

corporation for the practice of a profession by filing articles of incorporation with the

secretary of state. The articles of incorporation must meet the requirements of chapter

10-19.1 and contain the following:

a. The profession to be practiced through the professional corporation; and

b. The names and residence addresses of all of the original shareholders of the

professional corporation who will practice the profession in this state and of the

original shareholders of the professional corporation who are minority owners.

2. At the time the articles of incorporation are filed with the secretary of state, the

professional corporation also shall file:

a. A certificate from the regulating board of the profession involved that each of the

directors and shareholders of voting shares who will practice the profession in

this state, if any, is licensed to practice the profession in this state; or

b. If there is one or more minority owners, a certificate from the regulating board of

the profession of the corporation certifying that each of the directors and

shareholders of voting shares who will practice the profession in this state, if any,

is licensed to practice the profession in this state and a certificate from the

corporation identifying the minority owners who are exempt from the licensing

requirement and the express law authorizing minority ownership.
N.D. Cent. Code § 10-35-15 — ND Code / Title 10 / Chapter 10-35 / Section 10-35-15
10-35-15. Shareholder proposals of amendment of the articles
Status: in_force

10-35-15. Shareholder proposals of amendment of the articles

1. A proposal of an amendment of the articles of a publicly traded corporation by a

shareholder or shareholders under subsection 2 of section 10-19.1-19 need not

include more than:

a. The name of the shareholder or the names of the members of the group of

shareholders;

b. A statement of the number of shares of each class owned beneficially or of record

by the shareholder or group of shareholders and reasonable evidence of that

ownership; and

c. The text of the proposed amendment.

2. The articles or bylaws of a publicly traded corporation may not impose any

requirements on the proposal of an amendment of the articles by a shareholder.

3. An amendment proposed by a shareholder or shareholders pursuant to subsection 1

and approved by the shareholders does not need to be approved by the board to be

adopted and become effective.
N.D. Cent. Code § 10-15-09 — ND Code / Title 10 / Chapter 10-15 / Section 10-15-09
10-15-09. Organization meetings - Temporary board
Status: in_force

10-15-09. Organization meetings - Temporary board

After articles have been filed, an organization meeting of the temporary board shall be held

at the call of a majority of the incorporators or of a majority of the temporary directors for the

adoption of bylaws, election of temporary officers, and transaction of other business.
N.D. Cent. Code § 10-19.1-99 — ND Code / Title 10 / Chapter 10-19.1 / Section 10-19.1-99
10-19.1-99. Articles of merger - Certificate
Status: in_force

10-19.1-99. Articles of merger - Certificate

1. Upon receiving the approval required by section 10-19.1-98, articles of merger must

be prepared which contain:

a. The plan of merger; and

b. A statement that the plan is approved by each constituent organization under this

chapter or under its governing statute in the case of any other organization.

2. The articles of merger must be signed on behalf of each constituent organization and

filed with the secretary of state, together with the fees provided in section 10-19.1-147.

3. The secretary of state shall issue a certificate of merger to the surviving constituent

organization or the surviving constituent organization's legal representative. The

certificate must contain the effective date of merger.
N.D. Cent. Code § 10-06.1-18 — ND Code / Title 10 / Chapter 10-06.1 / Section 10-06.1-18
10-06.1-18. Reports of corporations and limited liability companies not engaged in farming or ranching
Status: in_force

10-06.1-18. Reports of corporations and limited liability companies not engaged in

farming or ranching.

Any business corporation, limited liability company, or nonprofit organization not engaged in

the business of farming or ranching which owns or leases a tract of farmland or ranchland which

is larger than twenty acres [8.09 hectares] in size shall file with the attorney general, within

twelve months of any transaction involving the purchase, sale, or surface leasing of the

farmland or ranchland by that corporation or limited liability company, a report containing all of

the following information:

1. The name of the corporation or limited liability company and its place of incorporation

or organization and, if a nonprofit organization, a copy of its section 501(c)(3)

exemption letter from the internal revenue service.

2. The name of the registered agent of the corporation or limited liability company as

provided in chapter 10-01.1 and, if a noncommercial registered agent, then the

address of the noncommercial registered agent in this state.

3. The acreage [hectarage] and location listed by section, township, range, and county of

all the farmland or ranchland owned or leased by the corporation or limited liability

company.

4. The date and method of acquisition or disposal of the farmland or ranchland.
N.D. Cent. Code § 10-19.1-128 — ND Code / Title 10 / Chapter 10-19.1 / Section 10-19.1-128
10-19.1-128. Effect of extension
Status: in_force

10-19.1-128. Effect of extension

Filing with the secretary of state of articles of amendment extending the period of duration

of a corporation:

1. Relates back to the date of expiration of the original period of duration of the

corporation as provided in the articles;

2. Validates contracts or other acts within the authority of the articles, and the corporation

is liable for those contracts or acts; and

3. Restores to the corporation all the assets and rights of the corporation to the extent

they were held by the corporation before expiration of its original period of duration,

except those sold or otherwise distributed after that time.
N.D. Cent. Code § 10-32.1-65 — ND Code / Title 10 / Chapter 10-32.1 / Section 10-32.1-65
10-32.1-65. Abandonment of a conversion
Status: in_force

10-32.1-65. Abandonment of a conversion

1. If the articles of conversion have not been filed with the secretary of state, and:

a. If the converting organization is a limited liability company, then:

(1) Before a plan of conversion has been approved by the converting limited

liability company as provided in section 10-32.1-63, it may be abandoned by

an act of its board.

(2) After a plan of conversion has been approved by the converting limited

liability company as provided in section 10-32.1-63, and before the effective

date of the plan, it may be abandoned:

(a) If the members of the converting limited liability company entitled to

vote on the approval of the plan as provided in section 10-32.1-63

have approved the abandonment by an act of the members; or

(b) If the plan provides for abandonment and if all conditions for

abandonment set forth in the plan are met.

b. If the converting organization is not a limited liability company, then the

abandonment of the plan of conversion must comply with its governing statute.

2. If articles of conversion have been filed with the secretary of state, but have not yet

become effective, then the converting organization shall file with the secretary of state

articles of abandonment that contain:

a. The name of the converting organization;

b. The provision of this section under which the plan is abandoned; and

c. If the plan is abandoned:

(1) By an act of the board under paragraph 1 of subdivision a of subsection 1,

or by an act of the members under subparagraph a of paragraph 2 of

subdivision a of subsection 1, then the text of the resolution abandoning the

plan; or

(2) As provided in the plan under subparagraph b of paragraph 2 of subdivision

a of subsection 1, then a statement that the plan provides for abandonment

and that all conditions for abandonment set forth in the plan are met.
N.D. Cent. Code § 10-30-05 — ND Code / Title 10 / Chapter 10-30 / Section 10-30-05
10-30-05. Business Corporation Act to apply
Status: in_force

10-30-05. Business Corporation Act to apply

The provisions of chapter 10-19.1 apply to state development corporations as applicable

and not inconsistent with this chapter.
N.D. Cent. Code § 10-33-50 — ND Code / Title 10 / Chapter 10-33 / Section 10-33-50
10-33-50. Duties of officers and agents
Status: in_force

10-33-50. Duties of officers and agents

Unless the articles, bylaws, or a resolution adopted by the board, which is not inconsistent

with the articles or bylaws, provides otherwise:

1. The president shall:

a. Have general active management for the activities of the corporation;

b. When present, preside at all meetings of the board and of members;

c. See that all orders and resolutions of the board are carried into effect;

d. Sign and deliver in the name of the corporation any deeds, mortgages, bonds,

contracts, or other instruments pertaining to the business of the corporation,

except in cases in which the authority to sign and deliver is required by law to be

exercised by another person or is expressly delegated by the articles or bylaws or

by the board to some officer or agent of the corporation;

e. Maintain records of and, whenever necessary, certify all proceedings of the board

and the members; and

f. Perform other duties prescribed by the board.

2. The vice president, if any, or, if there is more than one, the vice presidents in the order

determined by the board, shall:

a. In the absence or disability of the president, perform the duties and exercise the

powers of the president; and

b. Perform any other duties and shall have such other powers as the board may

from time to time prescribe.

3. The treasurer, if any, shall:

a. Keep accurate financial records for the corporation;

b. Deposit all money, drafts, and checks in the name of and to the credit of the

corporation in the banks and depositories designated by the board;

c. Endorse for deposit all notes, checks, and drafts received by the corporation as

ordered by the board, making proper vouchers;

d. Disburse corporate funds and issue checks and drafts in the name of the

corporation, as ordered by the board;

e. Give to the president and the board, when requested, an account of all

transactions by the treasurer and of the financial condition of the corporation; and

f. Perform other duties prescribed by the board or by the president.

4. The secretary shall:

a. Attend all meetings of the board, all meetings of the members and, when

required, all meetings of standing committees;

b. Record all proceedings of the meetings;

c. Give, or cause to be given, notice of all meetings of the members and meetings

of the board; and

d. Perform other duties prescribed by the board.

5. All other officers and agents of the corporation, as between themselves and the

corporation, have the authority and shall perform the duties in the management of the

corporation as may be provided in the articles or bylaws, or as may be determined by

resolution of the board not inconsistent with the articles and bylaws.
N.D. Cent. Code § 10-32.1-38 — ND Code / Title 10 / Chapter 10-32.1 / Section 10-32.1-38
10-32.1-38. Proceeds and expenses
Status: in_force

10-32.1-38. Proceeds and expenses

1. Except as otherwise provided in subsection 2:

a. Any proceeds or other benefits of a derivative action under section 10-32.1-34,

whether by judgment, compromise, or settlement, belong to the limited liability

company and not to the plaintiff; and

b. If the plaintiff receives any proceeds, then the plaintiff shall remit them

immediately to the company.

2. If a derivative action under section 10-32.1-34 is successful in whole or in part, then

the court may award the plaintiff reasonable expenses, including reasonable attorney

fees and costs, from the recovery of the limited liability company.
N.D. Cent. Code § 10-33-132 — ND Code / Title 10 / Chapter 10-33 / Section 10-33-132
10-33-132. Foreign corporation - Merger of foreign corporation authorized to conduct activities in this state
Status: in_force

10-33-132. Foreign corporation - Merger of foreign corporation authorized to conduct

activities in this state.

Whenever a foreign corporation authorized to conduct activities in this state is a party to a

statutory merger permitted by the laws of the jurisdiction under which it is incorporated, and the

corporation is not the surviving organization, the surviving organization shall, within thirty days

after the merger becomes effective, file with the secretary of state a certified statement of

merger duly authenticated by the proper officer of the state or country where the statutory

merger was effected. It is not necessary for any foreign organization, which is the surviving

organization in a merger, to procure either a new or amended certificate of authority to conduct

activities in this state unless the name of the organization is changed thereby or unless the

organization desires to pursue in this state purposes other than those which it is authorized to

transact in this state.
N.D. Cent. Code § 10-32.1-101 — ND Code / Title 10 / Chapter 10-32.1 / Section 10-32.1-101
10-32.1-101. Savings clause
Status: in_force

10-32.1-101. Savings clause

This chapter does not affect an action commenced, proceeding brought, or right accrued

before this chapter takes effect.
N.D. Cent. Code § 10-19.1-81 — ND Code / Title 10 / Chapter 10-19.1 / Section 10-19.1-81
10-19.1-81. Voting trusts
Status: in_force

10-19.1-81. Voting trusts

1. Shares in a corporation may be transferred to a trustee pursuant to written agreement,

for the purpose of conferring on the trustee the right to vote and otherwise represent

the beneficial owner of those shares for a period not exceeding ten years, except that

if the agreement is made in connection with an indebtedness of the corporation, the

voting trust may extend until the indebtedness is discharged. Unless otherwise

specified in the agreement, the voting trust may be terminated at any time by the

beneficial owners of a majority of the voting power of the shares held by the trustee. A

signed original of the agreement must be filed with the corporation.

2. When a voting trust agreement is signed, the trustee shall prepare a list of the

identities of all owners of beneficial interests in the trust, together with the number and

class of shares each transferred to the trust. The list must include each shareholder's:

a. Physical mailing address, if the identity of a shareholder on the list consists of the

shareholder's name; or

b. Authorized means of receipt for electronic transmissions, if the identity of a

shareholder on the list consists of the shareholder's data address.

3. Unless otherwise provided in the trust agreement, if there are two or more trustees,

the manner of voting is determined as provided in subsection 5 of section

10-19.1-73.2.
N.D. Cent. Code § 10-01.1-04 — ND Code / Title 10 / Chapter 10-01.1 / Section 10-01.1-04
10-01.1-04. Addresses in filings
Status: in_force

10-01.1-04. Addresses in filings

Whenever a provision of this chapter, other than subdivision d of subsection 1 of section

10-01.1-11 requires that a filing state an address, the filing must state:

1. An actual street address or rural route box number in this state; and

2. A mailing address in this state if different from the address under subsection 1.
N.D. Cent. Code § 10-30.6-04 — ND Code / Title 10 / Chapter 10-30.6 / Section 10-30.6-04
10-30.6-04. Powers of investment corporations
Status: in_force

10-30.6-04. Powers of investment corporations

In furtherance of the purposes for which the corporation is organized, and in addition to the

powers conferred by the general laws relating to business corporations, a corporation may:

1. Borrow money and otherwise incur indebtedness for any of the purposes of the

corporation and issue its bonds, debentures, notes, or other evidences of

indebtedness, whether secured or unsecured, therefor and secure the same by

mortgage, pledge, deed of trust, or other lien on its property, franchises, rights, and

privileges of every kind and nature or any part thereof.

2. Lend money to, and guarantee, endorse, or act as surety on the bonds, notes,

contracts, or other obligations of, or otherwise assist financially, any person, and

establish and regulate the terms with respect to any loans or financial assistance and

the charges for interest and service connected with the loans or assistance.

3. Purchase, receive, hold, lease, or otherwise acquire, and sell, convey, mortgage,

lease, pledge, or otherwise dispose of, upon the terms and conditions as the board of

directors determines advisable, property, together with the rights and privileges

incidental thereto and the use thereof, including any property acquired by the

corporation from time to time in the satisfaction of debts or enforcement of obligations.

4. Acquire, by purchase or otherwise, the goodwill, business, rights, property, and other

assets, or any part thereof, that may be in furtherance of the corporate purposes

provided herein, and assume, undertake, guarantee, or pay the obligations, debts, and

liabilities of any person; acquire improved or unimproved real estate for the purpose of

constructing industrial plants or other business establishments or for the purpose of

disposing of the real estate to others for the construction of industrial plants or other

business establishments; and, in furtherance of the corporate purposes, acquire,

construct, reconstruct, maintain, operate, sell, lease, or otherwise dispose of industrial

plants or business establishments.

5. Acquire, subscribe for, own, hold, sell, or otherwise dispose of the stock, shares,

membership interests, bonds, debentures, notes, or other securities and evidences of

interest in, or indebtedness of, any person and, while the owner or holder thereof, to

exercise all the rights, powers, and privileges of ownership, including the right to vote.

6. Cooperate with and avail itself of the facilities of the department of commerce and any

other similar governmental agencies; and cooperate with, assist, and otherwise

encourage local organizations in the various communities of the state, the purpose of

which are the promotion, assistance, and development of the business prosperity and

economic welfare of the communities and of this state.
N.D. Cent. Code § 10-19.1-151 — ND Code / Title 10 / Chapter 10-19.1 / Section 10-19.1-151
10-19.1-151. Miscellaneous - Foreign trade zones
Status: in_force

10-19.1-151. Miscellaneous - Foreign trade zones

1. As used in this section, unless the context otherwise requires:

a. "Act of Congress" means the Act of Congress approved June 18, 1934, entitled

an Act to provide for the establishment, operation, and maintenance of foreign

trade zones and ports of entry of the United States, to expedite and encourage

foreign commerce and for other purposes, as amended, and commonly known as

the Foreign Trade Zone Act of 1934 [48 Stat. 998; 19 U.S.C. 81a et seq.].

b. "Private corporation" means a corporation authorized under this chapter, one of

the purposes of which is to establish, operate, and maintain a foreign trade zone

by itself or in conjunction with a public corporation.

c. "Public corporation" means this state, a political subdivision of this state, any

municipality of this state, any public agency of this state, or any other corporate

instrumentality of this state.

2. Any private corporation or public corporation has the power to apply to the proper

authorities of the United States for a grant of the privilege of establishing, operating,

and maintaining foreign trade zones and foreign trade subzones and to do all things

necessary and proper to carry into effect the establishment, operation, and

maintenance of such zones, all in accordance with the Act of Congress and other

applicable laws and rules.
N.D. Cent. Code § 10-06.1-25 — ND Code / Title 10 / Chapter 10-06.1 / Section 10-06.1-25
10-06.1-25. Private enforcement
Status: in_force

10-06.1-25. Private enforcement

This chapter may be enforced in the same manner as provided in section 10-06.1-24 by any

corporation or limited liability company authorized to engage in the business of farming or

ranching under this chapter or any resident of legal age of a county in which the farmland or

ranchland owned or leased by a corporation or limited liability company in violation of this

chapter is located. If an action is brought under this section, the district court must award to the

prevailing party the actual costs and disbursements and reasonable attorney's fees.
N.D. Cent. Code § 10-19.1-93 — ND Code / Title 10 / Chapter 10-19.1 / Section 10-19.1-93
10-19.1-93. Power to acquire shares
Status: in_force

10-19.1-93. Power to acquire shares

1. A corporation may acquire its own shares, subject to section 10-19.1-92.

a. If a corporation acquires its own shares, then any of the acquired shares that are

not pledged by the corporation as security for the future payment of some or all of

the purchase price for the shares constitute authorized but unissued shares of the

corporation, unless the articles provide that they may not be reissued. If the

articles prohibit reissue, the number of authorized shares is reduced by the

number of shares acquired.

b. If a corporation pledges acquired shares as security for future payment of all or

part of the purchase price for the shares and reissues the pledged shares in its

own name, then:

(1) The shares must continue to be issued and outstanding except for voting

and determination of a quorum, and the shares are not considered to be

present and entitled to vote at any meeting of shareholders;

(2) The corporation may not vote or exercise any other rights of a shareholder

with respect to the pledged shares, but the pledgee shall have any rights,

other than the right to vote, with respect to the shares which the pledgee is

entitled to by contract;

(3) If the pledge is foreclosed, the corporation shall reissue and deliver the

pledged shares to or at the direction of the pledgee; and

(4) Shares that are released from a pledge have the status specified in

subdivision a.

2. If the number of authorized shares of a corporation is reduced by an acquisition of its

shares, the corporation shall, no later than the time it makes its next annual report to

shareholders or, if no report is made, no later than three months after the end of the

fiscal year in which the acquisition occurs, file with the secretary of state a statement

of cancellation showing the reduction in the authorized shares. The statement must

contain:

a. The name of the corporation;

b. The number of acquired shares canceled, itemized by classes and series; and

c. The aggregate number of authorized shares itemized by classes and series, after

giving effect to the cancellation.
N.D. Cent. Code § 10-35-16 — ND Code / Title 10 / Chapter 10-35 / Section 10-35-16
10-35-16. Requirements for convening shareholder meetings
Status: in_force

10-35-16. Requirements for convening shareholder meetings

1. If the articles or bylaws of a publicly traded corporation have a provision for advance

notice authorized by section 10-35-07 or 10-35-14, a regular meeting of shareholders

of the corporation may not be convened unless the corporation has announced the

date of the meeting in the body of a public filing, and not solely in an exhibit or

attachment to a filing, regardless of whether the exhibit or attachment has been

incorporated by reference into the body of the filing, with the commission under the

Exchange Act at least twenty-five days before the deadline in the articles or bylaws for

a shareholder to give the advance notice.

2. If a proxy is given authority by a shareholder of a publicly traded corporation to vote on

less than all items of business considered at a meeting of shareholders, the

shareholder is considered to be present and entitled to vote by the proxy on all items

of business to be considered at the meeting for purposes of determining the existence

of a quorum under section 10-19.1-76. A proxy who is given authority by a shareholder

who abstains with respect to an item of business is considered to have authority to

vote on the item of business for purposes of this subsection.
N.D. Cent. Code § 10-32.1-83 — ND Code / Title 10 / Chapter 10-32.1 / Section 10-32.1-83
10-32.1-83. Foreign limited liability company - Service of process on a foreign limited liability company
Status: in_force

10-32.1-83. Foreign limited liability company - Service of process on a foreign limited

liability company.

Service of process on a foreign limited liability company must be as provided in section

10-01.1-13.
N.D. Cent. Code § 10-35-02 — ND Code / Title 10 / Chapter 10-35 / Section 10-35-02
10-35-02. Definitions
Status: in_force

10-35-02. Definitions

For purposes of this chapter, unless the context otherwise requires:

1. "Beneficial owner", "owns beneficially", and similar terms have the same meaning as in

the rules and regulations of the commission under section 13 of the Exchange Act.

2. "Commission" means the United States securities and exchange commission.

3. "Exchange Act" means the Securities Exchange Act of 1934, as amended

[15 U.S.C. 78a et seq.].

4. "Executive officer" has the same meaning as in the rules and regulations of the

commission under the Exchange Act.

5. "Poison pill" means a security created or issued by a publicly traded corporation that

precludes or limits a person or group of persons from owning beneficially or of record,

or from exercising, converting, transferring, or receiving, the security on the same

terms as other shareholders or which is intended to have the effect of diluting

disproportionately from the shareholders generally the interest of the person or group

of persons in the corporation or a successor to the corporation or otherwise

discouraging the person or group of persons from acquiring beneficial ownership of

shares of the corporation or a successor to the corporation. For the purposes of this

subsection:

a. A security may constitute a poison pill whether or not it trades separately or

together with other securities of the corporation and whether or not it is evidenced

by a separate certificate or by a certificate for other securities of the corporation.

b. "Poison pill" includes any form of security created or issued by a corporation, or

any agreement or arrangement entered into by a corporation, regardless of the

name by which it is known, that is designed or intended to operate as or that has

the effect of what is commonly referred to, either on July 1, 2007, or at any time

thereafter, as a "poison pill" or "shareholder rights plan".

c. A security is not a poison pill if it would otherwise be a poison pill solely because

it contains restrictions on ownership or acquisition of shares of the corporation

that are necessary:

(1) To maintain the tax status of the corporation; or

(2) For the corporation to comply with a statute, rule, or regulation that

regulates a business in which the corporation is engaged.

d. "Security" includes:

(1) An investment contract, warrant, option right, conversion right, or any other

form of right or obligation;

(2) A "security" within the meaning of that term in the Exchange Act, the

Securities Act of 1933, as amended [15 U.S.C. 77a et seq.], the rules and

regulations of the commission, or judicial interpretations under any of the

foregoing;

(3) Any other ownership interest or right to acquire an ownership interest;

(4) Any other instrument commonly known as a "security"; and

(5) Any instrument or contract right created or issued by a publicly traded

corporation, whether or not the instrument or contract right is a security

under any other provision of law.

6. "Publicly traded corporation" or "corporation" means a corporation as defined in

section 10-19.1-01:

a. That becomes governed by chapter 10-19.1 after July 1, 2007; and

b. The articles of which state that the corporation is governed by this chapter.

7. "Publicly traded corporation franchise fee" means the fee imposed by subsection 3 of

section 10-35-28.

8. "Qualified shareholder" means a person or group of persons acting together that

satisfies the following requirements:

a. The person or group owns beneficially in the aggregate more than five percent of

the outstanding shares of the publicly traded corporation that are entitled to vote

generally for the election of directors; and

b. The person or each member of the group has beneficially owned the shares that

are used for purposes of determining the ownership threshold in subdivision a

continuously for at least two years.

9. "Required vote" means approval of a provision of the articles or bylaws, at a time when

the publicly traded corporation has a class of voting shares registered under the

Exchange Act, by at least the affirmative vote of both:

a. A majority of the directors in office who are not executive officers of the

corporation; and

b. Two-thirds of the voting power of the outstanding shares entitled to vote generally

for the election of directors that are not owned beneficially or of record by

directors or executive officers of the corporation.
N.D. Cent. Code § 10-19.1-95 — ND Code / Title 10 / Chapter 10-19.1 / Section 10-19.1-95
10-19.1-95. Liability of directors for illegal distributions
Status: in_force

10-19.1-95. Liability of directors for illegal distributions

1. In addition to any other liabilities, a director who is present and votes for or fails to vote

against, except a director who is prohibited by section 10-19.1-51 from voting on the

distribution, or consents in writing to, a distribution made in violation of subsection 1 or

5 of section 10-19.1-92 or a restriction contained in the articles or bylaws or an

agreement, and who fails to comply with the standard of conduct provided in section

10-19.1-50, is liable to the corporation, its receiver or any other person winding up its

affairs, jointly and severally with all other directors so liable and to other directors

under subsection 3, but only to the extent that the distribution exceeded the amount

that properly could have been paid under section 10-19.1-92.

2. A director against whom an action is brought under this section with respect to a

distribution may implead in that action all shareholders who received the distribution

and may compel pro rata contribution from them in that action to the extent provided in

subsection 1 of section 10-19.1-94.

3. A director against whom an action is brought under this section with respect to a

distribution may implead in that action all other directors who voted for or consented in

writing to the distribution and who failed to comply with the standard of conduct

provided in section 10-19.1-50, and may compel pro rata contribution from them in that

action.

4. An action may not be commenced under this section more than two years from the

date of the distribution.
N.D. Cent. Code § 10-33-149 — ND Code / Title 10 / Chapter 10-33 / Section 10-33-149
10-33-149. Authority of the attorney general or a court is not impaired
Status: in_force

10-33-149. Authority of the attorney general or a court is not impaired

Sections 10-33-144 through 10-33-148 are in addition to, and do not supersede, any other

authority of the attorney general established by statute, case law, or common law.
N.D. Cent. Code § 10-35-23 — ND Code / Title 10 / Chapter 10-35 / Section 10-35-23
10-35-23. Protection of power of current directors over poison pill
Status: in_force

10-35-23. Protection of power of current directors over poison pill

A poison pill adopted, created, or issued by a publicly traded corporation, with or without the

approval of its shareholders, may not include a provision that limits in any way the power of the

board of directors, as it may be constituted at any point in time, to take any action at any time

with respect to the poison pill, including without limitation what is commonly referred to as a

"dead hand", "no hand", or "slow hand" provision.
N.D. Cent. Code § 10-32.1-64 — ND Code / Title 10 / Chapter 10-32.1 / Section 10-32.1-64
10-32.1-64. Articles of conversion
Status: in_force

10-32.1-64. Articles of conversion

1. Upon receiving the approval required by section 10-32.1-63, articles of conversion

must be prepared in a record that must contain:

a. A statement that the converting organization is being converted into another

organization, including:

(1) The name of the converting organization immediately before the filing of the

articles of conversion;

(2) The name to which the name of the converting organization is to be

changed, which must be a name that satisfies the laws applicable to the

converted organization;

(3) The form of organization that the converted organization will be; and

(4) The jurisdiction of the governing statute of the converted organization;

b. A statement that the plan of conversion has been approved by the converting

organization as provided in section 10-32.1-63;

c. A statement that the plan of conversion has been approved as required by the

governing statute of the converted organization;

d. The plan of conversion without organizational records;

e. A copy of the originating record of the converted organization;

f. If the converted organization is a foreign organization not authorized to transact

business or conduct activities in this state, then the street and mailing address of

an office which the secretary of state may use for the purposes of subsection 4 of

section 10-32.1-66; and

g. If the converting organization is a general partnership, then the date of origin of

the general partnership.

2. The articles of conversion must be signed on behalf of the converting organization and

filed with the secretary of state.

a. If the converted organization is a domestic organization:

(1) Then the filing of the articles of conversion must also include the filing with

the secretary of state of the originating record of the converted organization.

(2) Upon both the articles of conversion and the originating record of the

converted organization being filed with the secretary of state together with

the fees provided in section 10-32.1-92, the secretary of state shall issue a

certificate of conversion and the appropriate certificate of creation to the

converted organization or its legal representative.

b. If the converted organization is a foreign organization:

(1) That is transacting business or conducting activities in this state, then:

(a) The filing of the articles of conversion must include the filing with the

secretary of state of an application for a certificate of authority by the

converted organization.

(b) Upon both the articles of conversion and the application for a

certificate of authority by the converted organization being filed with

the secretary of state together with the fees provided in section

10-32.1-92, the secretary of state shall issue a certificate of

conversion and the appropriate certificate of authority to the converted

organization or the legal representative.

(2) That is not transacting business or conducting activities in this state, then,

upon the articles of conversion being filed with the secretary of state

together with the fees provided in section 10-32.1-92, the secretary of state

shall issue a certificate of conversion to the converted organization or its

legal representative.

3. A converting organization that is the owner of a service mark, trademark, or trade

name, is a general partner named in a fictitious name certificate, is a general partner in

a limited partnership or a limited liability limited partnership, or is a managing partner

of a limited liability partnership that is on file with the secretary of state must change or

amend the name of the converting organization to the name of the converted

organization in each registration when filing the articles of conversion.
N.D. Cent. Code § 10-33-101 — ND Code / Title 10 / Chapter 10-33 / Section 10-33-101
10-33-101. Dissolution procedure for corporations that give notice to creditors and claimants
Status: in_force

10-33-101. 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 and the

attorney general, if applicable, 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

noncontingent.

1. If notice to creditors and claimants is given, it must be given:

a. By 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. By giving written notice to known creditors and claimants pursuant to

subsection 26 of section 10-33-01.

2. a. The notice to creditors and claimants must contain:

(1) A statement that the corporation is in the process of dissolving;

(2) A statement that the corporation has filed with the secretary of state a notice

of intent to dissolve;

(3) The date of filing the notice of intent to dissolve;

(4) The address of the office to which written claims against the corporation

must be presented; and

(5) The date by which all the claims must be received, which must be the later

of:

(a) Ninety days after published notice; or

(b) 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.

b. 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 gives 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 10-33-115.

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 must be filed with the secretary of state after

compliance with section 10-33-122, if applicable, and:

a. The ninety-day period in subdivision a 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 a 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 in accordance with section 10-33-105, 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.
N.D. Cent. Code § 10-19.1-28 — ND Code / Title 10 / Chapter 10-19.1 / Section 10-19.1-28
10-19.1-28. Defense of ultra vires
Status: in_force

10-19.1-28. Defense of ultra vires

No act of a corporation and no conveyance or transfer of real or personal property to or by a

corporation is invalid by reason of the fact that the corporation was without capacity or power to

do such act or to make or receive such conveyance or transfer but such lack of capacity or

power may be asserted:

1. In a proceeding by a shareholder against the corporation to enjoin the doing of any act

or acts or the transfer of real or personal property by or to the corporation. If the

unauthorized acts or transfers sought to be enjoined are being, or are to be, performed

or made pursuant to any contract to which the corporation is a party, the court may, if

all of the parties to the contract are parties to the proceeding and if it deems the same

to be equitable, set aside and enjoin the performance of such contract, and in so doing

may allow to the corporation or to the other parties to the contract, as the case may

be, compensation for the loss or damage sustained by either of them which may result

from the action of the court in setting aside and enjoining the performance of such

contract. However, anticipated profits to be derived from the performance of the

contract shall not be awarded by the court as a loss or damage sustained.

2. In a proceeding by the corporation, whether acting directly or through a receiver,

trustee, or other legal representative, or through shareholders in a representative suit,

against the incumbent or former officers or directors of the corporation.

3. In a proceeding by the attorney general, as provided in this chapter, to dissolve the

corporation or to enjoin the corporation from the transaction of unauthorized business.
N.D. Cent. Code § 10-33-63 — ND Code / Title 10 / Chapter 10-33 / Section 10-33-63
10-33-63. Purchase of memberships
Status: in_force

10-33-63. Purchase of memberships

If authorized in its articles or bylaws, a corporation may buy the membership of a member

who resigns or whose membership is terminated for the amount and pursuant to the conditions

in the articles or bylaws.
N.D. Cent. Code § 10-19.1-150 — ND Code / Title 10 / Chapter 10-19.1 / Section 10-19.1-150
10-19.1-150. Secretary of state - Forms to be furnished by the secretary of state
Status: in_force

10-19.1-150. Secretary of state - Forms to be furnished by the secretary of state

All annual reports required by this chapter to be filed in the office of the secretary of state

must be made on forms prescribed by the secretary of state. Forms for all other records to be

filed in the office of the secretary of state may be furnished by the secretary of state upon

request. However, the use of such records, unless otherwise specifically required by law, is not

mandatory.
N.D. Cent. Code § 10-33-99 — ND Code / Title 10 / Chapter 10-33 / Section 10-33-99
10-33-99. Filing notice of intent to dissolve - Effect
Status: in_force

10-33-99. Filing notice of intent to dissolve - Effect

1. If dissolution of the corporation is approved under section 10-33-98, the corporation

shall:

a. File with the secretary of state, together with the fees provided in section

10-33-140, a notice of intent to dissolve which must contain:

(1) The name of the corporation;

(2) The date and place of the meeting at which the resolution was approved by

the board under subsection 2 of section 10-33-98, and by the members

under subsection 3 of section 10-33-98, if applicable; and

(3) A statement that the requisite approval of the directors and members was

received.

b. If applicable, notify the attorney general under section 10-33-122.

2. When the notice of intent to dissolve has been filed with the secretary of state and

subject to section 10-33-104, the corporation may not carry on its activities, except to

the extent necessary for the winding up of the corporation.

a. The board and members with voting rights have the right to revoke the dissolution

proceedings under section 10-33-104.

b. The members with voting rights have the right to remove directors or fill

vacancies on the board.

c. 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 a

remedy in favor of the corporation or a remedy against it or its directors, officers, or

members in those capacities, except as provided in section 10-33-115.
N.D. Cent. Code § 10-33-29 — ND Code / Title 10 / Chapter 10-33 / Section 10-33-29
10-33-29. Qualifications and election of directors
Status: in_force

10-33-29. Qualifications and election of directors

Directors must be individuals. The method of election and any additional qualifications for

directors may be imposed by or in the manner provided in the articles or bylaws.
N.D. Cent. Code § 10-33-52 — ND Code / Title 10 / Chapter 10-33 / Section 10-33-52
10-33-52. Officers deemed elected
Status: in_force

10-33-52. Officers deemed elected

In the absence of an election or appointment of officers by the board or the members with

voting rights, the individual or individuals exercising the functions of the principal officers of the

corporation are deemed to have been elected to those offices.
N.D. Cent. Code § 10-32.1-95 — ND Code / Title 10 / Chapter 10-32.1 / Section 10-32.1-95
10-32.1-95. Secretary of state - Confidential records
Status: in_force

10-32.1-95. Secretary of state - Confidential records

Any social security number or federal tax identification number disclosed or contained in

any record filed with the secretary of state under this chapter is confidential. The secretary of

state shall delete or obscure any social security number or federal tax identification number

before a copy of any record is released to the public.
N.D. Cent. Code § 10-33-115 — ND Code / Title 10 / Chapter 10-33 / Section 10-33-115
10-33-115. Claims barred - Exceptions
Status: in_force

10-33-115. Claims barred - Exceptions

1. A person who is or becomes a creditor or claimant at 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 10-33-101, 10-33-102, 10-33-106, 10-33-107, or 10-33-110, 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 suing on 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 under subsection 4 of section 10-33-101 or subsection 1 of section

10-33-102 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 against the corporation to the extent of undistributed assets.

3. All known contractual debts, obligations, and liabilities incurred during dissolution

proceedings must be paid by the corporation before the distribution of assets under

section 10-33-105. A person to whom this kind of debt, obligation, or liability is owed

but not paid may pursue any remedy against the officers or directors of the corporation

before the expiration of the applicable statute of limitations. This subsection does not

apply to dissolution under the supervision or order of a court.

4. All other 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.
N.D. Cent. Code § 10-32.1-20 — ND Code / Title 10 / Chapter 10-32.1 / Section 10-32.1-20
10-32.1-20. Formation of a limited liability company - Articles of organization
Status: in_force

10-32.1-20. Formation of a limited liability company - Articles of organization

1. One or more individuals of the age of eighteen years or more or other persons may act

as organizers to form a limited liability company by signing and filing with the secretary

of state articles of organization together with the fees provided in section 10-32.1-92.

2. The articles of organization:

a. Must state:

(1) The name of the limited liability company, which must comply with section

10-32.1-11;

(2) With respect to the registered agent:

(a) The name of the commercial registered agent of the limited liability

company as provided in chapter 10-01.1; or

(b) The name and address of a noncommercial registered agent in this

state as provided in chapter 10-01.1;

(c) The address of the principal executive office;

(d) The name and address of each organizer; and

b. May state an effective date of organization, which must not be later than ninety

days from the date of filing with the secretary of state.

3. Subject to subsection 3 of section 10-32.1-15, articles of organization may also contain

statements as to matters other than those required by subsection 2. However, a

statement in articles of organization is not effective as a statement of authority.

4. With respect to formation:

a. A limited liability company is formed when articles of organization have been filed

with the secretary of state or at a later date as specified in the articles of

organization.

b. If the secretary of state finds that the articles of organization conform to law and

that all fees have been paid under section 10-32.1-92, then the secretary of state

shall file the articles of organization and issue a certificate of organization to the

organizers or their representative.

c. Except as against this state in a proceeding to terminate or revoke the certificate

of organization or in a judicial proceeding pursuant to section 10-32.1-51, the

filing of the articles of organization by the secretary of state is conclusive proof

that the organizer satisfied all conditions to the formation of a limited liability

company.

d. The formation of a limited liability company does not by itself cause any person to

become a member. However, this chapter does not preclude an agreement,

made before or after formation of a limited liability company, which provides that

one or more persons will become members, or acknowledging that one or more

persons became members, upon or otherwise in connection with the formation of

the limited liability company.
N.D. Cent. Code § 10-32.1-19 — ND Code / Title 10 / Chapter 10-32.1 / Section 10-32.1-19
10-32.1-19. Service of process on a limited liability company, foreign limited liability company, and nonresident managers and governors
Status: in_force

10-32.1-19. Service of process on a limited liability company, foreign limited liability

company, and nonresident managers and governors.

1. A registered agent appointed by a limited liability company or foreign limited liability

company is an agent of the company for service of any process, notice, or demand

required or permitted by law to be served on the company.

2. If a limited liability company or foreign limited liability company does not maintain a

registered agent in this state or if the registered agent with reasonable diligence

cannot be found at the address of the registered agent, then the secretary of state is

an agent of the company upon whom process, notice, or demand may be served.

3. Any process, notice, or demand required or permitted by law to be served on the

limited liability company, the foreign limited liability company, a manager, a governor,

or a member of a member-managed limited liability company may be served upon the

secretary of state as provided in section 10-01.1-13.

4. This section does not affect the right to serve process, notice, or demand in any other

manner provided by law.
N.D. Cent. Code § 10-29-02 — ND Code / Title 10 / Chapter 10-29 / Section 10-29-02
10-29-02. Registration of stock
Status: in_force

10-29-02. Registration of stock

For the purposes of this chapter, a stockholder shall register the stockholder's shares by

presenting to the corporation at the address stated the stock certificates representing the shares

of stock owned by such stockholder. The secretary of the corporation, or any other officer or

director thereof, shall register the name and address of the stockholder, the number and class of

shares held, and the certificate number of the stock certificate upon a stock and transfer list. If

the stockholder in whose name the stock was issued is dead, the fiduciary or other person then

entitled to the stock shall present in addition an affidavit stating that the stockholder in whose

name the stock was issued is dead and setting forth facts to show that the fiduciary or other

person is entitled to the stock. If the certificate is lost or destroyed, the stockholder or other

person entitled thereto may, in lieu of the stock certificate, present proof of such loss or

destruction and of the person's rights of ownership.
N.D. Cent. Code § 10-15-13 — ND Code / Title 10 / Chapter 10-15 / Section 10-15-13
10-15-13. Service of process
Status: in_force

10-15-13. Service of process

Any process, notice, or demand required or permitted by law to be served upon the

cooperative or its directors may be served as provided in chapter 10-01.1.
N.D. Cent. Code § 10-33-128 — ND Code / Title 10 / Chapter 10-33 / Section 10-33-128
10-33-128. Foreign corporation application for certificate of authority
Status: in_force

10-33-128. Foreign corporation application for certificate of authority

1. An applicant for the certificate shall file with the secretary of state a certificate of status

from the filing office in the jurisdiction in which the foreign corporation is incorporated

and an application executed by an authorized person and setting forth:

a. The name of the foreign corporation and, if different, the name under which it

proposes to conduct activities in this state;

b. The jurisdiction of its incorporation;

c. The date of incorporation in the jurisdiction of its incorporation and the period of

duration of the foreign corporation;

d. The address of the principal executive office of the foreign corporation in the

jurisdiction where it is incorporated;

e. The name of the registered agent of the foreign corporation as provided in

chapter 10-01.1 and, if a noncommercial registered agent, then the address of

that noncommercial registered agent in this state;

f. The purpose or purposes of the foreign corporation which it proposes to pursue in

conducting its activities in this state;

g. The names and addresses of the directors and officers of the foreign corporation;

and

h. Any additional information deemed necessary or appropriate by the secretary of

state to enable the secretary of state to determine whether the foreign corporation

is entitled to a certificate of authority to conduct activities in this state.

2. The application must be on forms prescribed by the secretary of state and

accompanied by payment of the fees provided in section 10-33-140 together with a

certificate of good standing or a certificate of existence duly authenticated by the

incorporating officer of the state or country where the corporation is incorporated.
N.D. Cent. Code § 10-33-62 — ND Code / Title 10 / Chapter 10-33 / Section 10-33-62
10-33-62. Termination of membership
Status: in_force

10-33-62. Termination of membership

1. A member may not be expelled or suspended, and a membership may not be

terminated or suspended, except pursuant to a procedure that is fair and reasonable

and is carried out in good faith. This section does not apply to the termination of a

membership at the end of a fixed term.

2. A procedure is fair and reasonable when it is fair and reasonable taking into

consideration all of the relevant facts and circumstances. In addition, a procedure is

fair and reasonable if it provides:

a. Not less than fifteen days' prior written notice of the expulsion, suspension, or

termination, and the reasons for it; and

b. An opportunity for the member to be heard, orally or in writing, not less than five

days before the effective date of the expulsion, suspension, or termination by a

person authorized to decide that the proposed expulsion, termination, or

suspension not take place.

3. A proceeding challenging an expulsion, suspension, or termination, including a

proceeding in which defective notice is alleged, must be commenced within one year

after the effective date of the expulsion, suspension, or termination.

4. The expulsion, suspension, or termination of a member does not relieve the member

from obligations the member may have to the corporation for dues, assessments, or

fees or charges for goods or services.
N.D. Cent. Code § 10-19.1-104.5 — ND Code / Title 10 / Chapter 10-19.1 / Section 10-19.1-104.5
10-19.1-104.5. Abandonment of conversion
Status: in_force

10-19.1-104.5. Abandonment of conversion

1. If the articles of conversion have not been filed with the secretary of state, and:

a. If the converting organization is a corporation, then:

(1) Before a plan of conversion has been approved by the converting

corporation as provided in section 10-19.1-104.3, it may be abandoned by

an act of its board.

(2) After a plan of conversion has been approved by the converting corporation

as provided in section 10-19.1-104.3, and before the effective date of the

plan, it may be abandoned:

(a) If the shareholders of the converting corporation entitled to vote on the

approval of the plan as provided in section 10-19.1-104.3 have

approved the abandonment by an act of the shareholders; or

(b) If the plan provides for abandonment and if all conditions for

abandonment set forth in the plan are met.

b. If the converting organization is not a corporation, then the abandonment of the

plan of conversion must comply with its governing statute.

2. If articles of conversion have been filed with the secretary of state, but have not yet

become effective, then the converting organization shall file with the secretary of state

articles of abandonment that contain:

a. The name of the converting organization;

b. The provision of this section under which the plan is abandoned; and

c. If the plan is abandoned:

(1) By an act of the board under paragraph 1 of subdivision a of subsection 1,

or by an act of the shareholders under subparagraph b of paragraph 2 of

subdivision a of subsection 1, then the text of the resolution abandoning the

plan; or

(2) As provided in the plan under subparagraph b of paragraph 2 of

subdivision a of subsection 1, then a statement that the plan provides for

abandonment and that all conditions for abandonment set forth in the plan

are met.
N.D. Cent. Code § 10-33-138 — ND Code / Title 10 / Chapter 10-33 / Section 10-33-138
10-33-138. Foreign corporation - Service of process
Status: in_force

10-33-138. Foreign corporation - Service of process

Service of process on a foreign corporation must be as provided in section 10-01.1-13.
N.D. Cent. Code § 10-15-31 — ND Code / Title 10 / Chapter 10-15 / Section 10-15-31
10-15-31. Liability of directors and members
Status: in_force

10-15-31. Liability of directors and members

1. Directors, trustees, and officers, and the manager who is the person most responsible

for carrying out the policies and directives of the trustees, officers, or board of

directors, are immune from civil liability for any act or omission relating to their service

or function as a director, trustee, officer, or manager, unless the act or omission

constitutes gross or willful negligence or gross or willful misconduct.

2. Members, stockholders, and patrons of a cooperative are neither obligated to pay, nor

liable upon, any cooperative obligation.
N.D. Cent. Code § 10-32.1-23 — ND Code / Title 10 / Chapter 10-32.1 / Section 10-32.1-23
10-32.1-23. No agency power of a member as a member
Status: in_force

10-32.1-23. No agency power of a member as a member

1. A member is not an agent of a limited liability company solely by reason of being a

member.

2. The status of a person as a member does not prevent or restrict law other than this

chapter from imposing liability on a limited liability company because of the conduct of

the person.
N.D. Cent. Code § 10-32.1-10 — ND Code / Title 10 / Chapter 10-32.1 / Section 10-32.1-10
10-32.1-10. Supplemental principles of law
Status: in_force

10-32.1-10. Supplemental principles of law

Unless displaced by particular provisions of this chapter, the principles of law and equity

supplement this chapter.
N.D. Cent. Code § 10-32.1-22 — ND Code / Title 10 / Chapter 10-32.1 / Section 10-32.1-22
10-32.1-22. Signing and filing pursuant to a judicial order
Status: in_force

10-32.1-22. Signing and filing pursuant to a judicial order

1. If a person required by this chapter to sign a record or file a record with the secretary

of state does not do so, then any other person that is aggrieved may petition the

appropriate court to order:

a. The person to sign the record;

b. The person to file the record with the secretary of state for filing; or

c. The secretary of state to file the record unsigned.

2. If a petitioner under subsection 1 is not the limited liability company or foreign limited

liability company to which the record pertains, then the petitioner shall make the

company a party to the action.
N.D. Cent. Code § 10-19.1-09 — ND Code / Title 10 / Chapter 10-19.1 / Section 10-19.1-09
10-19.1-09. Incorporators
Status: in_force

10-19.1-09. Incorporators

One or more individuals of the age of eighteen years or more may act as incorporators of a

corporation by filing with the secretary of state articles of incorporation for the corporation.
N.D. Cent. Code § 10-33-81 — ND Code / Title 10 / Chapter 10-33 / Section 10-33-81
10-33-81. Equitable remedies for members
Status: in_force

10-33-81. Equitable remedies for members

If a corporation or an officer or director of the corporation violates this chapter, a court in this

state, in an action brought by at least fifty members with voting rights or ten percent of the

members with voting rights, whichever is less, or by the attorney general, may grant equitable

relief it considers just and reasonable in the circumstances and award expenses, including

reasonable attorney's fees and disbursements to the members. The court may award the

attorney general reasonable attorney's fees, investigation fees, costs, and expenses of any

investigation and action brought by the attorney general under this chapter.
N.D. Cent. Code § 10-19.1-96 — ND Code / Title 10 / Chapter 10-19.1 / Section 10-19.1-96
10-19.1-96. Merger - Exchange - Transfer
Status: in_force

10-19.1-96. Merger - Exchange - Transfer

1. With or without a business purpose, a corporation may merge with another domestic

or foreign organization under a plan of merger approved in the manner provided in this

section and in sections 10-19.1-97 through 10-19.1-103 and in the manner provided in

the governing statute of the other organization.

2. With respect to an exchange:

a. A corporation may acquire all the ownership interests of one or more classes or

series of another domestic or foreign organization under a plan of exchange

approved in the manner provided in this section and in sections 10-19.1-97

through 10-19.1-103 in the case of a domestic corporation and in the manner

provided in the governing statute in the case of any other organization.

b. Another domestic or foreign organization may acquire all the shares of one or

more classes or series of a corporation under a plan of exchange approved in the

manner provided in this section and in sections 10-19.1-97 through 10-19.1-103

in the case of a domestic corporation and in the manner provided in the

governing statute in the case of any other organization.

3. A corporation may sell, lease, transfer, or otherwise dispose of all or substantially all of

the corporation's property and assets in the manner provided in section 10-19.1-104.

4. A corporation may participate in a merger or exchange only as permitted by this

section and by sections 10-19.1-97 through 10-19.1-103. The dissenter's rights for

shareholders of a corporation are governed by this chapter.
N.D. Cent. Code § 10-15-62 — ND Code / Title 10 / Chapter 10-15 / Section 10-15-62
10-15-62. Secretary of state - Confidential records
Status: in_force

10-15-62. Secretary of state - Confidential records

Any social security number or federal tax identification number disclosed or contained in

any document filed with the secretary of state under this chapter is confidential. The secretary of

state shall delete or obscure any social security number or federal tax identification number

before a copy of any document is released to the public.
N.D. Cent. Code § 10-33-47 — ND Code / Title 10 / Chapter 10-33 / Section 10-33-47
10-33-47. Immunity of officers, directors, and trustees
Status: in_force

10-33-47. Immunity of officers, directors, and trustees

Any person that serves as a director, officer, or trustee of a corporation that is, or would

qualify as a nonprofit organization that is described in paragraphs 3, 4, 5, 6, 7, 10, and 19 of

section 501(c) of the Internal Revenue Code of 1954, as amended [26 U.S.C. 501(c)(3), (4), (5),

(6), (7), (10), and (19)], is immune from civil liability for any act or omission resulting in damage

or injury if at the time of the act or omission all of the following are met:

1. The officer, director, or trustee was acting in good faith and in the scope of that

person's official duties as a director, officer, or trustee.

2. The act or omission did not constitute willful misconduct or gross negligence on the

part of the officer, director, or trustee.

3. The officer, director, or trustee did not receive or expect to receive reimbursement for

or payment of expenses in excess of two thousand dollars per year for expenses

actually incurred as a result of providing services as a director, officer, or trustee, and

did not receive or expect to receive compensation or anything in lieu of compensation

as payment for services provided as a director, officer, or trustee.
N.D. Cent. Code § 10-34-03 — ND Code / Title 10 / Chapter 10-34 / Section 10-34-03
10-34-03. Relationship to other laws
Status: in_force

10-34-03. Relationship to other laws

1. This chapter does not limit any law as that law applies to the creation of or doing

business in this state by a common-law trust, business trust, or Massachusetts trust.

2. A provision of this chapter is unenforceable if it makes a real estate investment trust

unable to qualify as a real estate investment trust under sections 856 through 858 of

the federal Internal Revenue Code or the regulations adopted under those sections.
N.D. Cent. Code § 10-19.1-18 — ND Code / Title 10 / Chapter 10-19.1 / Section 10-19.1-18
10-19.1-18. Procedure for amendment when no shares are outstanding
Status: in_force

10-19.1-18. Procedure for amendment when no shares are outstanding

Before the issuance of shares by a corporation, the articles also may be amended pursuant

to section 10-19.1-30 by the incorporators or by the board. The articles may be amended by the

board to change or cancel a statement pursuant to subsection 4 of section 10-19.1-61,

establishing or fixing the rights and preferences of a class or series of shares before the

issuance of any shares of that class or series or at any subsequent time that no shares of that

class or series are outstanding by filing articles of amendment or a statement of cancellation, as

appropriate, with the secretary of state. If a statement filed pursuant to subsection 4 of section

10-19.1-61 is canceled, the shares of the class and series originally covered by the statement

have the status of authorized but unissued, undesignated shares, unless the articles otherwise

provide. If the articles provide that the canceled shares may not be reissued, the statement of

cancellation must include the information specified in subsection 2 of section 10-19.1-93.
N.D. Cent. Code § 10-19.1-135 — ND Code / Title 10 / Chapter 10-19.1 / Section 10-19.1-135
10-19.1-135. Foreign corporation application for certificate of authority
Status: in_force

10-19.1-135. Foreign corporation application for certificate of authority

1. An applicant for a certificate shall file with the secretary of state an application

executed by an authorized person on forms prescribed by the secretary of state and

setting forth:

a. The name of the foreign corporation and, if different, the name under which it

proposes to transact business in this state;

b. The jurisdiction of its incorporation;

c. The date of incorporation in the jurisdiction of its incorporation and the period of

duration of the foreign corporation;

d. The address of the principal executive office of the foreign corporation;

e. The name of the registered agent of the foreign corporation as provided in

chapter 10-01.1, and if a noncommercial registered agent, the address of such

noncommercial registered agent in this state;

f. The purpose of the corporation which it proposes to pursue in transacting

business in this state;

g. The names and addresses of the directors and officers of the foreign corporation;

and

h. Any additional information deemed necessary or appropriate by the secretary of

state to enable the secretary of state to determine whether the foreign corporation

is entitled to a certificate of authority to transact business in this state.

2. The application must be accompanied by payment of the fees provided in section

10-19.1-147 together with a certificate of good standing or a certificate of existence

duly authenticated by the incorporating officer of the state or country where the

corporation is incorporated.
N.D. Cent. Code § 10-32.1-81 — ND Code / Title 10 / Chapter 10-32.1 / Section 10-32.1-81
10-32.1-81. Foreign limited liability company - Certificate of withdrawal
Status: in_force

10-32.1-81. Foreign limited liability company - Certificate of withdrawal

1. A foreign limited liability company authorized to transact business in this state may

withdraw from this state upon procuring from the secretary of state a certificate of

withdrawal. In order to procure the certificate, the foreign limited liability company shall

file with the secretary of state an application for withdrawal, on forms prescribed by the

secretary of state, together with the fees provided in section 10-32.1-92, which must

set forth:

a. The name of the foreign limited liability company and the state or country under

the laws of which it is organized;

b. That the foreign limited liability company is not transacting business in this state;

c. That the foreign limited liability company surrenders its authority to transact

business in this state;

d. That service of process in any action, suit, or proceeding based upon any cause

of action arising in this state during the time the foreign limited liability company

was authorized to transact business in this state may thereafter be made on such

foreign limited liability company as provided in section 10-01.1-13; and

e. A mailing address to which a person may mail a copy of any process against the

foreign limited liability company.

2. The filing with the secretary of state of articles of dissolution and termination, or a

certificate of merger if the foreign limited liability company is not the surviving

organization, from the proper officer of the state or country under the laws of which the

foreign limited liability company is organized constitutes a valid application of

withdrawal and the authority of the foreign limited liability company to transact

business in this state shall cease upon filing of the certificate.
N.D. Cent. Code § 10-36-08 — ND Code / Title 10 / Chapter 10-36 / Section 10-36-08
10-36-08. Secretary of state - Fees and charges
Status: reserved

10-36-08. Secretary of state - Fees and charges

1. The secretary of state shall charge and collect for:

a. Filing articles of organization and issuing a certificate of organization, forty

dollars.

b. Filing articles of amendment, twenty dollars.

c. Filing articles of correction, twenty dollars.

d. Filing restated articles of organization, thirty dollars.

e. Filing articles of merger or consolidation and issuing a certificate of merger or

consolidation, fifty dollars.

f. Filing a notice of dissolution, ten dollars.

g. Filing articles of dissolution and termination, twenty dollars.

h. Filing a statement of change of address of registered office or change of

registered agent, or both, the fee provided in section 10-01.1-03.

i. Filing an application to reserve a name, ten dollars.

j. Filing a notice of transfer of a reserved name, ten dollars.

k. Filing a cancellation of reserved name, ten dollars.

l. Filing a consent to use a name, ten dollars.

m. Filing an application of a foreign nonprofit limited liability company for a certificate

of authority to conduct affairs in this state and issuing a certificate of authority,

forty dollars.

n. Filing an application of a foreign nonprofit limited liability company for an

amended certificate of authority, forty dollars.

o. Filing a certified statement of merger of a foreign nonprofit limited liability

company holding a certificate of authority to conduct activities in this state, fifty

dollars.

p. Filing an application for withdrawal of a foreign nonprofit limited liability company

and issuing a certificate of withdrawal, twenty dollars.

q. Filing an annual report of a domestic or foreign nonprofit limited liability company,

ten dollars.

(1) The secretary of state shall charge and collect additional fees for late filing

of the annual report:

(a) After the date provided in subsection 3 of section 10-36-07, five

dollars; and

(b) After the dissolution of a nonprofit limited liability company, or the

revocation of the certificate of authority of a foreign nonprofit limited

liability company, the reinstatement fee of forty dollars.

(2) Fees paid to the secretary of state according to this subdivision are not

refundable if an annual report submitted to the secretary of state cannot be

filed because it lacks information required by section 10-36-07, or the

annual report lacks sufficient payment as required by this subdivision.

r. Submitting any record for approval before the actual time of submission for filing,

one-half of the fee provided in this subsection for filing the record.

s. Filing any other statement of a domestic or foreign nonprofit limited liability

company, ten dollars.

2. The secretary of state shall charge and collect:

a. For furnishing a certified copy of any record, instrument, or paper relating to a

nonprofit limited liability company, the fee provided in section 54-09-04 for

copying a record and fifteen dollars for the certificate and affixing the seal to the

certificate.

b. At the time of any service of process on the secretary of state as resident agent

of a nonprofit limited liability company, twenty-five dollars, which may be

recovered as taxable costs by the party to the claim for relief causing the service

to be made if that party prevails in the suit or action.
N.D. Cent. Code § 10-19.1-148.2 — ND Code / Title 10 / Chapter 10-19.1 / Section 10-19.1-148.2
10-19.1-148.2. Correcting a filed record
Status: in_force

10-19.1-148.2. Correcting a filed record

With respect to correction of a filed record:

1. Whenever a record authorized by this chapter to be filed with the secretary of state

has been filed and inaccurately records the action referred to in the record, contains

an inaccurate or erroneous statement, or was defectively or erroneously signed,

sealed, acknowledged, or verified, the record may be corrected by filing a statement of

correction.

2. A statement of correction:

a. Must:

(1) Be signed by:

(a) The person that signed the original record; or

(b) By a person authorized to sign on behalf of that person;

(2) Set forth the name of the corporation that filed the record;

(3) Identify the record to be corrected by description and by the date of its filing

with the secretary of state;

(4) Identify the inaccuracy, error, or defect to be corrected; and

(5) Set forth a statement in corrected form of the portion of the record to be

corrected.

b. May not revoke or nullify the record.

3. The statement of correction must be filed with the secretary of state.

4. With respect to the effective date of correction:

a. A certificate issued by the secretary of state before a record is corrected, with

respect to the effect of filing the original record, is considered to be applicable to

the record as corrected as of the date the record as corrected is considered to

have been filed under this subsection.

b. After a statement of correction has been filed with the secretary of state, the

original record as corrected is considered to have been filed:

(1) On the date the statement of correction was filed:

(a) As to persons adversely affected by the correction; and

(b) For the purposes of subsection 3 of section 10-19.1-01.2; and

(2) On the date the original record was filed as to all other persons and for all

other purposes.
N.D. Cent. Code § 10-33-119 — ND Code / Title 10 / Chapter 10-33 / Section 10-33-119
10-33-119. Effect of extension
Status: in_force

10-33-119. Effect of extension

Filing with the secretary of state of articles of amendment extending the period of duration

of a corporation:

1. Relates back to the date of expiration of the original period of duration of the

corporation as provided in the articles;

2. Validates contracts or other acts within the authority of the articles, and the corporation

is liable for those contracts or acts; and

3. Restores to the corporation all the assets and rights of the corporation to the extent

they were held by the corporation before expiration of its original period of duration,

except those sold or otherwise distributed after that time.
N.D. Cent. Code § 10-32.1-51 — ND Code / Title 10 / Chapter 10-32.1 / Section 10-32.1-51
10-32.1-51. Winding up
Status: in_force

10-32.1-51. Winding up

1. A dissolved limited liability company shall wind up its activities, and the company

continues after dissolution only for the purpose of winding up.

2. In winding up its activities, a limited liability company:

a. Shall discharge the debts, obligations, or other liabilities of the company, settle

and close the activities of the company, and marshal and distribute the assets of

the company; and

b. May:

(1) File with the secretary of state a notice of dissolution stating the name of the

company and that the company is dissolved;

(2) Preserve the company activities and property as a going concern for a

reasonable time;

(3) Prosecute and defend actions and proceedings, whether civil, criminal, or

administrative;

(4) Transfer the property of the company;

(5) Settle disputes by mediation or arbitration;

(6) File with the secretary of state articles of dissolution and termination stating

the name of the company and that the company is terminated; and

(7) Perform other acts necessary or appropriate to the winding up.

3. If a dissolved limited liability company has no members, then the legal representative

of the last person to have been a member may wind up the activities of the company. If

the person does so, then the person has the powers of a sole manager under

subsection 3 of section 10-32.1-39, and is deemed to be a manager for the purposes

of subdivision b of subsection 1 of section 10-32.1-26.

4. If the legal representative under subsection 3 declines or fails to wind up the activities

of the company, then a person may be appointed to do so by the consent of

transferees owning a majority of the rights to receive distributions as transferees at the

time the consent is to be effective. A person appointed under this subsection:

a. Has the powers of a sole manager under subsection 3 of section 10-32.1-39, and

is deemed to be a manager for the purposes of subdivision b of subsection 1 of

section 10-32.1-26; and

b. Shall promptly file with the secretary of state an amendment to the articles of

organization of the company to:

(1) State that the company has no members;

(2) State that the person has been appointed pursuant to this subsection to

wind up the company; and

(3) Provide the mailing address of the person.

5. The appropriate court may order judicial supervision of the winding up of a dissolved

limited liability company, including the appointment of a person to wind up the activities

of the company:

a. On application of a member, if the applicant establishes good cause;

b. On the application of a transferee, if:

(1) The company does not have any members;

(2) The legal representative of the last person to have been a member declines

or fails to wind up the activities of the company; and

(3) Within a reasonable time following the dissolution a person has not been

appointed pursuant to subsection 4; or

c. In connection with a proceeding under subdivision d or e of subsection 1 of

section 10-32.1-50.