N.D. Cent. Code § 10-19.1-107 — ND Code / Title 10 / Chapter 10-19.1 / Section 10-19.1-107
10-19.1-107. Voluntary dissolution after the issuance of shares
Status: in_force

10-19.1-107. Voluntary dissolution after the issuance of shares

After the issuance of shares, a corporation may be dissolved when authorized in the

manner set forth in this section:

1. If the corporation has outstanding shares, then:

a. Written notice must be given to each shareholder, whether or not entitled to vote

at a meeting of shareholders within the time and in the manner provided in

section 10-19.1-73 for notice of meetings of shareholders and, whether the

meeting is a regular or a special meeting, must state that a purpose of the

meeting is to consider dissolving the corporation.

b. The proposed dissolution must be submitted for approval at a meeting of

shareholders. If the proposed dissolution is approved at a meeting by the

affirmative vote of the holders of a majority of the voting power of all shares

entitled to vote, the dissolution must be commenced.

2. If the corporation no longer has any outstanding shares, then the directors may

authorize and commence the dissolution. If the directors take that action, then:

a. The notice of dissolution filed under section 10-19.1-108 shall so reflect; and

b. The directors shall have the right to revoke the dissolution proceedings in

accordance with section 10-19.1-112.
N.D. Cent. Code § 10-19.1-69 — ND Code / Title 10 / Chapter 10-19.1 / Section 10-19.1-69
10-19.1-69. Liability of subscribers and shareholders with respect to shares
Status: in_force

10-19.1-69. Liability of subscribers and shareholders with respect to shares

1. A holder of or subscriber for shares of a corporation is under no obligation to the

corporation or its creditors with respect to such shares other than the obligation to pay

to the corporation the full consideration of which such shares were issued or to be

issued. As such, a shareholder is not personally liable for the acts or debts of the

corporation.

2. Any person becoming an assignee or transferee of shares or of a subscription for

shares in good faith and without knowledge or notice that the full consideration

therefore has not been paid shall not be personally liable to the corporation or its

creditors for any unpaid portion of such consideration.

3. A personal representative, conservator, guardian, trustee, assignee for the benefit of

creditors, or a receiver is not personally liable to the corporation as a holder of or

subscriber for shares of a corporation but the estate and funds in said person's hands

are liable.

4. No pledgee or other holder of shares as collateral security is personally liable as a

shareholder.
N.D. Cent. Code § 10-35-11 — ND Code / Title 10 / Chapter 10-35 / Section 10-35-11
10-35-11. Supermajority provisions prohibited
Status: in_force

10-35-11. Supermajority provisions prohibited

Neither the articles nor the bylaws of a publicly traded corporation may provide a quorum or

voting requirement:

1. For the board or a committee of the board that is greater than a majority of the

number of directors that would constitute the full board or committee assuming there

are no vacancies; or

2. For shareholders that is greater than a majority of the voting power of the shares

entitled to vote on the item of business or, in the case of a class or series entitled to

vote as a separate group, a majority of the voting power of the outstanding shares of

the class or series.
N.D. Cent. Code § 10-33-141.2 — ND Code / Title 10 / Chapter 10-33 / Section 10-33-141.2
10-33-141.2. Correcting a filed record
Status: in_force

10-33-141.2. 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 10-33-01.2; and

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

other purposes.
N.D. Cent. Code § 10-19.1-75.1 — ND Code / Title 10 / Chapter 10-19.1 / Section 10-19.1-75.1
10-19.1-75.1. Shareholder action by ballot
Status: in_force

10-19.1-75.1. Shareholder 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 shareholders

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

shareholder 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 10-19.1-75.2 as if the ballot

were a notice.

b. Consent by a shareholder 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 § 10-19.1-12 — ND Code / Title 10 / Chapter 10-19.1 / Section 10-19.1-12
10-19.1-12. Effective date of incorporation
Status: in_force

10-19.1-12. Effective date of incorporation

The corporate existence begins upon the issuance of the certificate of incorporation or at a

later date as specified in the articles of incorporation. The certificate of incorporation is

conclusive evidence that all conditions precedent and required to be performed by the

incorporators have been performed and that the corporation has been incorporated under this

chapter, except as against this state in a proceeding to cancel or revoke the certificate of

incorporation or for involuntary dissolution of the corporation.
N.D. Cent. Code § 10-19.1-50 — ND Code / Title 10 / Chapter 10-19.1 / Section 10-19.1-50
10-19.1-50. Standard of conduct for directors
Status: in_force

10-19.1-50. Standard of conduct for directors

1. A director shall discharge the duties of the position of director in good faith, in a

manner the director reasonably believes to be in the best interests of the corporation,

and with the care an ordinarily prudent person in a like position would exercise under

similar circumstances. A person who so performs those duties is not liable by reason

of being or having been a director of the corporation.

2. A director is entitled to rely on information, opinions, reports, or statements, including

financial statements and other financial data, in each case prepared or presented by:

a. One or more officers or employees of the corporation whom the director

reasonably believes to be reliable and competent in the matters presented;

b. Counsel, public accountants, or other persons as to matters that the director

reasonably believes are within the person's professional or expert competence;

or

c. A committee of the board upon which the director does not serve, duly

established in accordance with section 10-19.1-48 as to matters within its

designated authority, if the director reasonably believes the committee to merit

confidence.

3. Subsection 2 does not apply to a director who has knowledge concerning the matter in

question that makes the reliance otherwise permitted by subsection 2 unwarranted.

4. A director who is present at a meeting of the board when an action is approved by the

affirmative vote of a majority of the directors present is presumed to have assented to

the action approved, unless the director:

a. Objects at the beginning of the meeting to the transaction of business because

the meeting is not lawfully called or convened and does not participate thereafter

in the meeting, in which case the director shall not be considered to be present at

the meeting for any purpose of this chapter;

b. Votes against the action at the meeting; or

c. Is prohibited from voting on the action:

(1) By the articles;

(2) By the bylaws;

(3) As the result of a decision to approve, ratify, or authorize a transaction

pursuant to section 10-19.1-51; or

(4) By a conflict of interest policy adopted by the board.

5. A director's personal liability to the corporation or its shareholders for monetary

damages for breach of fiduciary duty as a director may be eliminated or limited in the

articles. The articles may not eliminate or limit the liability of a director:

a. For any breach of the director's duty of loyalty to the corporation or its

shareholders;

b. For acts or omissions not in good faith or that involve intentional misconduct or a

knowing violation of law;

c. Under section 10-19.1-95 or 10-04-17;

d. For any transaction from which the director derived an improper personal benefit;

or

e. For any act or omission occurring prior to the date when the provision in the

articles eliminating or limiting liability becomes effective.

6. In discharging the duties of the position of director, a director may, in considering the

best interests of the corporation, consider the interests of the corporation's employees,

customers, suppliers, and creditors, the economy of the state and nation, community

and societal considerations, and the long-term as well as the short-term interests of

the corporation and its shareholders, including the possibility that these interests may

be best served by the continued independence of the corporation.
N.D. Cent. Code § 10-35-08 — ND Code / Title 10 / Chapter 10-35 / Section 10-35-08
10-35-08. Access to corporation's proxy statement
Status: in_force

10-35-08. Access to corporation's proxy statement

1. If a qualified shareholder provides notice of an intention to nominate one or more

candidates for election to the board of directors that satisfies both section 10-35-07

and this section, the publicly traded corporation must:

a. Include the name of each nominee and a statement not longer than five hundred

words without counting the information required under subdivisions a through e of

subsection 2 supplied by the qualified shareholder in support of each nominee in

the corporation's proxy statement; and

b. Make provision for a shareholder to vote on each nominee on the form of proxy

solicited on behalf of the corporation.

2. The publicly traded corporation may not require the notice from the qualified

shareholder to include more than:

a. The name of the person or the names of the members of the group;

b. A statement that the person or group satisfies the definition of a qualified

shareholder in subsection 8 of section 10-35-02 and reasonable evidence of the

required ownership of shares by the person or group;

c. A statement that the person or group does not have knowledge that the

candidacy or, if elected, board membership of any of its nominees would violate

controlling state or federal law or rules other than rules regarding director

independence of a national securities exchange or national securities association

applicable to the corporation;

d. The information regarding each nominee that is required to be included in the

corporation's proxy statement by the rules and regulations adopted by the

commission under the Exchange Act;

e. A statement from each nominee that the nominee consents to be named in the

corporation's proxy statement and form of proxy and, if elected, to serve on the

board of directors of the corporation, for inclusion in the corporation's proxy

statement; and

f. The supporting statement permitted by subdivision a of subsection 1.

3. If the qualified shareholder does not own at least five percent of the outstanding

shares of the publicly traded corporation entitled to vote generally for the election of

directors on the date of the meeting, the qualified shareholder is not entitled to

nominate the candidates named in the notice provided under subsection 1.
N.D. Cent. Code § 10-01.1-11 — ND Code / Title 10 / Chapter 10-01.1 / Section 10-01.1-11
10-01.1-11. Resignation of registered agent - Removal of agent appointed without consent
Status: in_force

10-01.1-11. Resignation of registered agent - Removal of agent appointed without

consent.

1. Until the legal existence of a represented entity ceases, or until the authority of a

foreign entity is withdrawn or revoked, a registered agent may resign at any time with

respect to a represented entity by filing with the secretary of state a statement of

resignation signed by or on behalf of the registered agent which states:

a. The name of the entity;

b. The name of the registered agent;

c. That the registered agent resigns from serving as agent for service of process for

the entity; and

d. The name and address of the person to which the registered agent will send the

notice required by subsection 3.

2. A statement of resignation takes effect on the earlier of the thirty-first day after the day

on which it is filed or the appointment of a new registered agent for the represented

entity.

3. The registered agent shall promptly furnish the represented entity with notice in a

record of the date on which a statement of resignation was filed.

4. When a statement of resignation takes effect, the registered agent ceases to have

responsibility for any matter tendered to it as agent for the represented entity. A

resignation under this section does not affect any contractual rights the entity may

have against the registered agent or that the registered agent may have against the

entity.

5. A registered agent may resign with respect to a represented entity whether or not the

entity is in good standing but not after the legal existence of the represented entity has

ceased or, in the case of a foreign entity, after its authority has been withdrawn or

revoked.

6. If a person becomes aware of having been named as a registered agent without the

person's prior consent, the appointed person shall notify the secretary of state in

writing of the nonconsensual appointment. Upon notification, the secretary of state

shall remove the appointed person as registered agent in the published record and

notify the entity that it fails to maintain a registered agent. The entity that filed a

document with the secretary of state evidencing a nonconsensual appointment of

registered agent is subject to the provisions related to failure to maintain a registered

agent as provided in the laws of this state which govern the entity and the documents

filed.
N.D. Cent. Code § 10-31-07.3 — ND Code / Title 10 / Chapter 10-31 / Section 10-31-07.3
10-31-07.3. Issuance and transfer of partnership interests
Status: in_force

10-31-07.3. Issuance and transfer of partnership interests

A professional organization in the form of a limited liability partnership may issue

partnership interests only to individuals who are licensed to render the same specific

professional services as those for which the partnership was registered. A partner may

voluntarily transfer partnership interests in a professional limited liability partnership only to a

person owning or eligible to own a partnership interest. The issuance of any partnership

interests issued in violation of this section is void. The voluntary transfer of any partnership

interests in violation of this section is void. No partnership interest may be transferred upon the

books of the professional limited liability partnership or issued by the professional limited liability

partnership until there is presented to and filed with the limited liability partnership a certificate

from the regulating board stating that the person to whom the transfer is to be made or the

partnership interest issued is licensed to render the same specific professional services as

those for which the limited liability partnership was registered.
N.D. Cent. Code § 10-33-139 — ND Code / Title 10 / Chapter 10-33 / Section 10-33-139
10-33-139. Secretary of state - Annual report of corporations and foreign corporations
Status: in_force

10-33-139. Secretary of state - Annual report of corporations and foreign

corporations.

1. Each corporation, and each foreign corporation authorized to conduct activities in this

state, shall file, within the time provided in subsection 3, an annual report setting forth:

a. The name of the corporation or foreign corporation and the state or country under

the laws of which it is incorporated.

b. The address of the registered office of the corporation or foreign corporation in

this state, the name of its registered agent in this state at that address, and the

address of its principal executive office.

c. A brief statement of the character of the activities in which the corporation or

foreign corporation is actually engaged in this state.

d. The names and respective addresses of the officers and directors of the

corporation or foreign corporation.

e. The section of the Internal Revenue Code by which its tax status is established.

2. The annual report must be submitted on forms prescribed by the secretary of state.

The information provided must be given as of the date of the execution of the report.

The annual report must be signed as provided in subsection 34 of section 10-33-01 or

in the articles or bylaws, or in a resolution approved by the affirmative vote of the

required proportion or number of the directors or members entitled to vote. If the

corporation or foreign corporation is in the hands of a receiver or trustee, it must be

signed on behalf of the corporation or foreign corporation by the receiver or trustee.

The secretary of state may destroy all annual reports provided for in this section after

they have been on file for six years.

3. Except for the first annual report, the annual report of a nonprofit corporation or a

foreign nonprofit corporation must be delivered to the secretary of state before

February second of each year. The first annual report of a nonprofit corporation must

be delivered before February second of the year following the calendar year of the

effective date stated in the articles of incorporation, and the first annual report of a

foreign nonprofit corporation must be delivered before February second of the year

following the calendar year in which the certificate of authority was issued by the

secretary of state. The secretary of state must file the report if the report conforms to

the requirements of subsection 2.

a. If the report does not conform, it must be returned to the corporation for any

necessary corrections.

b. If the report is filed before the deadlines provided in this subsection, penalties for

the failure to file a report within the time provided do not apply, if the report is

corrected to conform to the requirements of subsection 2 and returned to the

secretary of state within thirty days after the annual report was returned by the

secretary of state for correction.

4. After the date established under subsection 3, the secretary of state shall notify any

corporation or foreign corporation failing to file its annual report that its certificate of

incorporation or certificate of authority is not in good standing and that it may be

dissolved or revoked pursuant to subsections 5 and 6. The secretary of state must mail

the notice to the last registered agent at the last registered office. If the corporation or

foreign corporation files its annual report after the notice is mailed, together with the

annual report filing fee and late filing penalty fee as provided in section 10-33-140, the

secretary of state shall restore its certificate of incorporation or certificate of authority

to good standing.

5. A corporation that does not file its annual report, along with the statutory filing and

penalty fees, within one year after the date established in subsection 3 ceases to exist

and is considered involuntarily dissolved by operation of law.

a. Thereafter, the secretary of state shall note the termination of the corporation's

certificate of incorporation on the records of the secretary of state and shall give

notice of the action to the dissolved corporation.

b. Notice by the secretary of state must be mailed to the last registered agent at the

last registered office.

6. A foreign corporation that does not file its annual report, along with the statutory filing

and penalty fees, within one year after the date established by subsection 3 forfeits its

authority to conduct activities in this state.

a. The secretary of state shall note the revocation of the foreign corporation's

certificate of authority on the records of the secretary of state and shall give

notice of the action to the foreign corporation.

b. Notice by the secretary of state must be mailed to the foreign corporation's last

registered agent at the last registered office.

c. The decision by the secretary of state that a certificate of authority must be

revoked under this subsection is final.

7. A corporation that was dissolved for failure to file an annual report, or a foreign

corporation whose authority was forfeited by failure to file an annual report, may be

reinstated by filing a past-due report, together with the statutory filing and penalty fees

for an annual report and a reinstatement fee as provided in section 10-33-140. The

fees must be paid and the report filed within one year following the involuntary

dissolution or revocation. Reinstatement under this subsection does not affect the

rights or liability for the time from the dissolution or revocation to the reinstatement.

8. The secretary of state may waive any penalties provided in this section when an

annual report form could not be delivered to the corporation.
N.D. Cent. Code § 10-19.1-104.3 — ND Code / Title 10 / Chapter 10-19.1 / Section 10-19.1-104.3
10-19.1-104.3. Plan approval and amendment
Status: in_force

10-19.1-104.3. Plan approval and amendment

1. If the converting organization is a corporation, then:

a. A resolution containing or amending the plan of conversion must be approved by

an act of the board of the converting corporation and must then be approved by

an act of its shareholders.

(1) In the action by the shareholders, a class or series of shares is entitled to

vote as a class or series on the approval or amendment of the plan.

(2) Any amendment of the plan is subject to any contractual rights.

b. If the resolution containing or amending the plan of conversion is approved by the

shareholders:

(1) At a shareholder meeting, then:

(a) Written notice must be given to every shareholder of the converting

corporation, whether or not entitled to vote at the meeting, not less

than fourteen days nor more than fifty days before the meeting, in the

manner provided in section 10-19.1-73.

(b) The written notice must state that a purpose of the meeting is to

consider the proposed plan of conversion or an amendment to it.

(c) A copy or short description of the plan of conversion or the

amendment to it must be included in or enclosed with the notice.

(2) By a written action of the shareholders, then a copy or short description of

the plan of conversion or the amendment to it must be included in or

attached to the written action.

2. If the converting organization is not a corporation, then the approval and amendment

of the plan of conversion must comply with its governing statute in effecting the

conversion.
N.D. Cent. Code § 10-19.1-20 — ND Code / Title 10 / Chapter 10-19.1 / Section 10-19.1-20
10-19.1-20. Class or series voting on amendments
Status: in_force

10-19.1-20. Class or series voting on amendments

The holders of the outstanding shares of a class or series are entitled to vote as a class or

series upon a proposed amendment, whether or not entitled to vote thereon by the provisions of

the articles, if the amendment would:

1. Increase or decrease the par value of the shares of the class or series;

2. Effect an exchange, reclassification, or cancellation of all or part of the shares of the

class or series or effect a combination of outstanding shares of a class or series into a

lesser number of shares of the class or series when each other class and series is not

subject to a similar combination;

3. Effect an exchange, or create a right of exchange, of all or any part of the shares of

another class or series for the shares of the class or series;

4. Change the rights or preferences of the shares of the class or series;

5. Create a new class or series of shares having rights and preferences prior and

superior to the shares of that class or series, or increase the rights and preferences or

the number of authorized shares, of a class or series having rights and preferences

prior or superior to the shares of that class or series;

6. Divide the shares of the class into series and determine the designation of each series

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

series, or authorize the board to do so;

7. Limit or deny any existing pre-emptive rights of the shares of the class or series; or

8. Cancel or otherwise affect distributions on the shares of the class or series that have

accrued but have not been declared.
N.D. Cent. Code § 10-19.1-132 — ND Code / Title 10 / Chapter 10-19.1 / Section 10-19.1-132
10-19.1-132. Foreign corporation - Governing law
Status: in_force

10-19.1-132. Foreign corporation - Governing law

1. Subject to the constitution of this state, the laws of the jurisdiction under which a

foreign corporation is incorporated govern its incorporation and internal activities.

a. Nothing in this chapter authorizes this state to regulate the incorporation or

internal activities of a foreign corporation.

b. A foreign corporation may not be denied a certificate of authority to conduct

activities in this state by reason of any difference between the laws of the

jurisdiction under which the foreign corporation was incorporated and the laws of

this state.

2. A foreign corporation holding a valid certificate of authority in this state has no greater

rights and privileges than a domestic corporation. The certificate of authority does not

authorize the foreign corporation to exercise any of its powers or purposes that a

domestic corporation is forbidden by law to exercise in this state.

3. A foreign corporation may not be denied a certificate of authority to conduct activities

in this state by reason of any difference between the laws of the jurisdiction under

which the foreign corporation is incorporated and the laws of this state.
N.D. Cent. Code § 10-30-08 — ND Code / Title 10 / Chapter 10-30 / Section 10-30-08
10-30-08. Nonstockholder members - Loan limitation
Status: in_force

10-30-08. Nonstockholder members - Loan limitation

1. The nonstockholder members of the corporation are those national or state banks,

savings banks, savings and loan associations, trust companies, stock or mutual

insurance companies, the Bank of North Dakota, credit unions, and other financial

institutions that apply for membership in the corporation, and membership becomes

effective upon the acceptance of the application by the board of directors. Each

member of the corporation shall lend money to the corporation when called upon by it

to do so on the terms and other conditions as are approved from time to time by a

majority of the directors.

2. The total amount of loans by any member at any one time shall not exceed the

following limit, determined on the basis of the balance sheet of that member at the

close of its second preceding fiscal year, as certified by its proper officers:

a. For commercial banks and trust companies and the Bank of North Dakota, two

and one-half percent of capital and surplus.

b. For savings banks, two and one-half percent of one-half of the total surplus

accounts.

c. For savings and loan associations and credit unions, two and one-half percent of

the guaranty funds, surplus, and undivided profits.

d. For stock insurance companies, two and one-half percent of the capital and

surplus.

e. For mutual insurance companies, two and one-half percent of the guaranty funds

or of the surplus, whichever is applicable.

f. For other nonstockholder members, comparable limits approved by the board of

directors.

3. All loan limits must be established at the thousand dollar amount nearest to the

amount computed in accordance with subsection 2. All calls of funds which

nonstockholder members are committed to lend to the corporation must be prorated by

the corporation among the nonstockholder members in the same proportion that the

individual lines of credit bear to the aggregate lines of credit. Upon sixty days' written

notice, a member of the corporation may withdraw from membership in the corporation

at the expiration date of the notice, and after that expiration date, is free of obligations

except those accrued before the expiration date.
N.D. Cent. Code § 10-30-03 — ND Code / Title 10 / Chapter 10-30 / Section 10-30-03
10-30-03. Incorporation
Status: in_force

10-30-03. 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 of North Dakota a certificate

that the articles containing the required state of facts have been filed in the secretary of state's

office. Thereupon the persons signing the articles, and their associates and successors, shall be

a body corporate by the name and for the purposes stated in such articles.
N.D. Cent. Code § 10-19.1-08 — ND Code / Title 10 / Chapter 10-19.1 / Section 10-19.1-08
10-19.1-08. Purposes
Status: in_force

10-19.1-08. Purposes

A corporation may be incorporated under this chapter for any lawful business purpose or

purposes, unless some other statute of this state requires incorporation for any of those

purposes under a different law. Unless otherwise provided in its articles, a corporation has

general business purposes.
N.D. Cent. Code § 10-33-142 — ND Code / Title 10 / Chapter 10-33 / Section 10-33-142
10-33-142. Secretary of state - Evidence
Status: in_force

10-33-142. Secretary of state - 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

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 corporations 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.

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 § 10-19.1-40 — ND Code / Title 10 / Chapter 10-19.1 / Section 10-19.1-40
10-19.1-40. Resignation of directors
Status: in_force

10-19.1-40. Resignation of directors

1. A director may resign at any time 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 time is specified in the notice.

2. If a resignation is made effective at a later date, the board may fill the pending vacancy

before the effective date if the board provides that the successor does not take office

until the effective date.
N.D. Cent. Code § 10-19.1-97 — ND Code / Title 10 / Chapter 10-19.1 / Section 10-19.1-97
10-19.1-97. Plan of merger or exchange
Status: in_force

10-19.1-97. Plan of merger or exchange

1. A plan of merger or exchange must contain:

a. The name of the corporation and of each other constituent organization proposing

to merge or participate in an exchange and:

(1) In the case of a merger, the name of the surviving organization; or

(2) In the case of an exchange, the name of the acquiring organization;

b. The terms and conditions of the proposed merger or exchange;

c. The manner and basis for converting or exchanging ownership interests:

(1) In the case of a merger, the manner and basis of converting the ownership

interests of the constituent organizations into securities of the surviving

organization or of any other organization or, in whole or in part, into money

or other property; or

(2) In the case of an exchange, the manner and basis of exchanging the

ownership interests to be acquired for securities of the acquiring

organization or any other organization or, in whole or in part, into money or

other property;

d. In the case of a merger, a statement of any amendments to the originating

records of the surviving organization proposed as part of the merger; and

e. Any other provisions with respect to the proposed merger or exchange which are

deemed necessary or desirable.

2. This section does not limit the power of a corporation to acquire all or part of the

ownership interests of one or more classes or series of any other organization through

a negotiated agreement with the owners or otherwise.
N.D. Cent. Code § 10-30-02 — ND Code / Title 10 / Chapter 10-30 / Section 10-30-02
10-30-02. Purposes - Loans from Bank of North Dakota
Status: in_force

10-30-02. Purposes - Loans from Bank of North Dakota

The purpose of the corporation is to assist, encourage, and through the cooperative efforts

of the institutions and corporations which from time to time become members thereof, develop

and advance the business prosperity and economic welfare of this state; to encourage and

assist in the location of new business and industry in this state and to rehabilitate existing

business and industry; to stimulate and assist in the expansion of all kinds of business activity

which will tend to promote the business development and maintain the economic stability of this

state and provide maximum opportunities for employment; to cooperate and act in conjunction

with other organizations, public or private, the objects of which are the promotion and

advancement of industrial, commercial, agricultural, and recreational developments in this state;

and to furnish money and credit to approved and deserving applicants for the promotion,

development, and conduct of all kinds of business activity in this state, thereby establishing a

source of credit not otherwise readily available therefor. In furtherance of these purposes, the

Bank of North Dakota is authorized to make loans to the corporation.
N.D. Cent. Code § 10-15-54 — ND Code / Title 10 / Chapter 10-15 / Section 10-15-54
10-15-54. Fees
Status: in_force

10-15-54. Fees

No document may be filed or recorded nor any certificate issued until all fees therefor have

been paid. Any fee or penalty due under this chapter may be recovered in a suit brought by the

attorney general in the name of the state. The secretary of state shall charge and collect from

any association for:

1. Filing articles of association and issuing a certificate of association, thirty dollars.

2. Filing articles of amendment and issuing a certificate of amendment, twenty dollars.

3. Filing restated articles of association, thirty dollars.

4. Filing articles of merger or consolidation and issuing a certificate of merger or

consolidation, fifty dollars.

5. Filing articles or decree of dissolution, twenty dollars.

6. Receiving service of any process, notice, or demand, the fee provided in section

10-01.1-03.

7. Filing an application of a foreign cooperative for a certificate of authority to do business

in this state and issuing a certificate therefor, forty dollars.

8. For filing a name reservation, a transfer of name reservation, a cancellation of name

reservation, or a consent to use of name, ten dollars.

9. For filing a change of registered office or change of registered agent, or both, the fees

provided in section 10-01.1-03.

10. Filing an annual report of a cooperative or foreign cooperative, twenty dollars.

a. The secretary of state shall charge and collect additional fees for late filing of the

annual report as follows:

(1) After the date provided in subsection 4 of section 10-15-53.1, five dollars.

(2) After the notice provided in subsection 5 of section 10-15-53.1, ten dollars.

(3) After the dissolution of a cooperative or the revocation of the certificate of

authority of a foreign cooperative, a reinstatement fee of thirty dollars.

b. Fees paid to the secretary of state under this subsection are not refundable if an

annual report submitted to the secretary of state cannot be filed because the

report lacks information required by section 10-15-53.1, or the annual report lacks

sufficient payment as required by this subsection.

11. Filing any other document or statement, or issuing any other certificate, ten dollars.

12. Filing a statement of correction, twenty dollars.

13. Any document submitted for approval before the actual time of submission for filing,

one-half of the fee provided in this section for filing the document.

14. Furnishing a copy of any record, or paper relating to a cooperative or a foreign

cooperative:

a. The fee provided in section 54-09-04 for copying a record; and

b. Five dollars for a search of records.

15. Furnishing a certificate of good standing, existence, authorization, or certifying any

copy:

a. Fifteen dollars; and

b. Five dollars for a search of records.
N.D. Cent. Code § 10-33-10 — ND Code / Title 10 / Chapter 10-33 / Section 10-33-10
10-33-10. Corporate name
Status: reserved

10-33-10. Corporate name

1. The corporate name:

a. Must be in letters or characters used in the English language as those letters or

characters appear in the American standard code for information interchange

(ASCII) table.

b. Need not contain the word "company", "corporation", "incorporated", "limited", or

an abbreviation of one or more of these words.

c. May not contain the words "limited liability company", "limited partnership",

"limited liability partnership", "limited liability limited partnership", or an

abbreviation of these words.

d. May not contain a word or phrase indicating or implying the corporation:

(1) Is incorporated for a purpose other than:

(a) A lawful nonprofit purpose for which a corporation may be

incorporated under this chapter; or

(b) For a purpose stated in its articles; or

(2) May not be incorporated under this chapter.

e. Must be distinguishable in the records of the secretary of state from:

(1) The name, whether foreign and authorized to conduct activities in this state

or domestic unless there is filed with the articles a record that complies with

subsection 3, of:

(a) Another corporation;

(b) A corporation incorporated or authorized to do business in this state

under another provision of this code;

(c) A limited liability company;

(d) A limited partnership;

(e) A limited liability partnership; or

(f) A limited liability limited partnership;

(2) A name the right to which is, at the time of incorporation, reserved in the

manner provided in section 10-19.1-14, 10-32.1-12, 10-33-11, 45-10.2-11,

45-13-04.2, or 45-22-05;

(3) A fictitious name registered in the manner provided in chapter 45-11;

(4) A trade name registered in the manner provided in chapter 47-25; or

(5) A trademark or service mark registered in the manner provided in chapter

47-22.

2. The secretary of state shall determine whether a corporate name is distinguishable in

the secretary of state's records from another name for purposes of this chapter and

may adopt rules reasonable or necessary for making these determinations.

3. If the secretary of state determines that a corporate name is indistinguishable in the

secretary of state's records from another name for purposes of this chapter, the

corporate name may not be used unless there is filed with the articles:

a. The written consent of the holder of the rights to the name the proposed name is

determined to be indistinguishable; or

b. A certified copy of a judgment of a court in this state establishing the prior right of

the applicant to the use of the name in this state.

4. Subsection 3 does not affect the right of a corporation existing on August 1, 1997, or a

foreign corporation authorized to do business in this state on that date to continue the

use of its name.

5. This section and section 10-33-11 do not:

a. Abrogate or limit:

(1) The law of unfair competition or unfair practices;

(2) Chapter 47-25;

(3) The laws of the United States with respect to the right to acquire and protect

copyrights, trade names, trademarks, service names, or service marks; or

(4) Any other rights to the exclusive use of names or symbols; or

b. Derogate the common law or the principles of equity.

6. A domestic or foreign corporation that is the surviving organization in a merger with

one or more other organizations, or that acquires by sale, lease, or other disposition to

or exchange with an organization all or substantially all of the assets of another

organization including its name, may have the same name, subject to the

requirements of subsection 1, as that used in this state by any of the other

organizations, if the other organization whose name is sought to be used:

a. Was incorporated, organized, formed, or registered under the laws of this state;

b. Is authorized to conduct activities or transact business in this state;

c. Holds a reserved name in the manner provided in section 10-19.1-14, 10-32.1-12,

10-33-11, 45-10.2-11, 45-13-04.2, or 45-22-05;

d. Holds a fictitious name registered in the manner provided in chapter 45-11;

e. Holds a trade name registered in the manner provided in chapter 47-25; or

f. Holds a trademark or service mark registered in the manner provided in chapter

47-22.

7. The use of a name by a corporation in violation of this section does not affect or vitiate

its corporate existence, but a court in this state may, upon application of the state or of

an interested or affected person, enjoin the corporation from conducting activities

under a name assumed in violation of this section, although its articles may have been

filed with the secretary of state and a certificate of incorporation issued.

8. A corporation whose period of existence has expired or that is involuntarily dissolved

by the secretary of state pursuant to section 10-33-139 may reacquire the right to use

that name by refiling articles of incorporation pursuant to section 10-33-08 unless the

name has been adopted for use or reserved by another person, in which case the filing

will be rejected unless the filing is accompanied by a written consent or judgment

pursuant to subsection 3. A corporation that cannot reacquire the use of its corporate

name must adopt a new corporate name that complies with the provisions of this

section:

a. By refiling articles of incorporation pursuant to section 10-33-08;

b. By amending pursuant to section 10-33-14; or

c. By reinstating pursuant to section 10-33-139.

9. Subject to section 10-33-126, this section applies to a foreign corporation transacting

business in this state, having a certificate of authority to transact business in this state,

or applying for a certificate of authority.

10. An amendment that only changes the name of the corporation may be authorized by a

resolution approved by the board and may be submitted to and approved by the

members as provided in section 10-33-15.

11. A corporation that files its articles of incorporation with an effective date later than the

date of filing as provided in section 10-33-09 shall maintain the right to the name until

the effective date.
N.D. Cent. Code § 10-33-144 — ND Code / Title 10 / Chapter 10-33 / Section 10-33-144
10-33-144. Transaction by a nonprofit corporation operating or controlling a hospital or nursing home - Notice to attorney general - Waiting period
Status: in_force

10-33-144. Transaction by a nonprofit corporation operating or controlling a hospital

or nursing home - Notice to attorney general - Waiting period.

1. A nonprofit corporation operating or controlling a hospital or nursing home shall notify

the attorney general in writing before closing an agreement or a transaction that will:

a. Sell, lease, transfer, exchange, option, convey, or otherwise dispose of to a

for-profit corporation or entity or a nonprofit corporation or entity if fifty percent or

more of the assets of the selling corporation are involved in the agreement or

transaction;

b. Transfer control, responsibility, or governance of fifty percent or more of the

assets or operations of the nonprofit corporation to a for-profit corporation or

entity or another nonprofit corporation or entity; or

c. Result in any for-profit corporation or entity or another nonprofit corporation or

entity having control of, governance of, or the power to direct management and

policies of the nonprofit corporation operating or controlling a hospital, nursing

home, or related organization.

2. The substitution of a new corporate member that transfers the control of, responsibility

for, or governance of the nonprofit corporation, the substitution of a member of the

governing body, or any arrangement, written or oral, that would transfer voting control

of the entity, is a transfer for purposes of this section.

3. This section applies to a foreign nonprofit corporation that operates or controls a

hospital or nursing home within this state.

4. This section does not apply to the following transactions:

a. An action involving the enforcement or foreclosure of a security interest, lien,

mortgage, judgment, or other creditor rights.

b. Agreements or transactions in the usual and regular course of the nonprofit

corporation's business and activities.

5. The notice must be provided to the attorney general not less than ninety days before

the closing date of the proposed agreement or transaction and must include:

a. The names and addresses of all parties to the proposed agreement or

transaction;

b. The terms of the proposed agreement or transaction, including the proposed sale

price;

c. A copy of the proposed agreement or transaction; and

d. Any financial or economic analysis by an expert or independent consultant

retained by the nonprofit corporation which addresses the criteria set forth in

section 10-33-145.

6. A nonprofit corporation doing business as a hospital or nursing home may neither

transfer nor convey any assets or control through an agreement or transaction

described in this section until ninety days after the corporation gives the attorney

general notice required under this section, unless the attorney general waives all or

part of the waiting period. The waiting period may be extended for one or more

additional sixty-day periods upon agreement between the corporation and the attorney

general, or pursuant to a court order.
N.D. Cent. Code § 10-33-102 — ND Code / Title 10 / Chapter 10-33 / Section 10-33-102
10-33-102. Dissolution procedure for corporations that do not give notice to creditors and claimants
Status: in_force

10-33-102. Dissolution procedure for corporations that do not give notice to creditors

and claimants.

When a notice of intent to dissolve has been filed with the secretary of state and the

attorney general, if applicable, and the corporation has elected not to give notice to creditors

and claimants in the manner provided in section 10-33-101:

1. Articles of dissolution for a corporation that has not given notice to creditors and

claimants in the manner provided in section 10-33-101:

a. Must be filed with the secretary of state after compliance with section 10-33-122,

if applicable, and:

(1) The payment of claims of all known creditors and claimants has been made

or provided for; or

(2) At least two years have elapsed from the date of filing the notice of intent to

dissolve.

b. Must state:

(1) If the articles of dissolution are being filed pursuant to paragraph 1 of

subdivision a, that all known debts, obligations, and liabilities of the

corporation have been paid and discharged or that adequate provision has

been made for payment or discharge;

(2) That the remaining property, assets, and claims of the corporation have

been distributed in accordance with section 10-33-105, or that adequate

provision has been made for that distribution; and

(3) There are no pending legal, administrative, or arbitration proceedings by or

against the corporation, or that adequate provision has been made for the

satisfaction of any judgment, order, or decree that may be entered against it

in a pending proceeding.

2. With respect to claims against corporations that do not give notice to creditors and

claimants under section 10-33-101:

a. If a corporation has paid or provided for all known creditors or claimants at the

time articles of dissolution are filed, a creditor or claimant who does not file a

claim or pursue a remedy, in a legal, administrative, or arbitration proceeding

within two years after the date of filing the notice of intent to dissolve is barred

from suing on that claim or otherwise realizing upon or enforcing it.

b. If the corporation has not paid or provided for all known creditors and claimants at

the time articles of dissolution are filed, a person who does not file a claim or

pursue a remedy in a legal, administrative, or arbitration proceeding within two

years after the date of filing the notice of intent to dissolve is barred from suing on

that claim or otherwise realizing upon or enforcing it, except as provided in

section 10-33-115.
N.D. Cent. Code § 10-19.1-41 — ND Code / Title 10 / Chapter 10-19.1 / Section 10-19.1-41
10-19.1-41. Nonjudicial removal of directors
Status: in_force

10-19.1-41. Nonjudicial removal of directors

1. The provisions of this section apply unless modified by the articles, the bylaws, or an

agreement described in section 10-19.1-83.

2. A director may be removed at any time, with or without cause, if:

a. The director was named by the board to fill a vacancy;

b. The shareholders have not elected directors in the interval between the time of

the appointment to fill a vacancy and the time of the removal; and

c. A majority of the remaining directors present affirmatively vote to remove the

director.

3. Except as provided in subsection 4, any or all of the directors may be removed at any

time, with or without cause, by the affirmative vote of the holders of a majority of the

voting power of all shares entitled to vote at an election of directors. However, if a

director has been elected solely by the holders of a class or series of shares, as stated

in the articles or bylaws, then that director may be removed only by the affirmative vote

of the holders of a majority of the voting power of all shares of that class or series

entitled to vote at an election of that director.

4. In a corporation having cumulative voting, unless the entire board is removed

simultaneously, a director is not removed from the board if there are cast against

removal of the director the votes of a proportion of the voting power sufficient to elect

the director at an election of the entire board under cumulative voting.

5. New directors may be elected at a meeting at which directors are removed. If the

corporation allows cumulative voting and if a shareholder notifies the presiding officer

at any time prior to the election of new directors of interest to cumulate the votes of the

shareholders, then the presiding officer shall announce before the election that

cumulative voting is in effect and shareholders shall cumulate their votes as provided

in subdivision b of subsection 2 of section 10-19.1-39.
N.D. Cent. Code § 10-19.1-01.2 — ND Code / Title 10 / Chapter 10-19.1 / Section 10-19.1-01.2
10-19.1-01.2. Knowledge and notice
Status: in_force

10-19.1-01.2. Knowledge and notice

1. A person knows or has knowledge of a fact if the person has actual knowledge of it. A

person does not know or have knowledge of a fact merely because the person has

reason to know or have knowledge of the fact.

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

a. Knows of the fact;

b. Has received notice of the fact as provided in subsection 39 of section

10-19.1-01;

c. Has reason to know the fact exists from all of the facts known to the person at the

time in question; or

d. Has notice of it under subsection 3.

3. Subject to subsection 8, a person has notice of:

a. The intention of a corporation to dissolve, ninety days after the effective date of

the filed notice of intent to dissolve;

b. The dissolution of a corporation, ninety days after the effective date of the filed

articles of dissolution;

c. The conversion of a corporation, ninety days after the effective date of the filed

articles of conversion; or

d. The merger of a corporation, ninety days after the effective date of the filed

articles of merger.

4. A person notifies or gives a notification to another person by taking the steps provided

in subsection 39 of section 10-19.1-01, whether or not the other person learns of it.

5. A person receives a notification as provided in subsection 39 of section 10-19.1-01.

6. Except as otherwise provided in subsection 7 and except as otherwise provided in

subsection 39 of section 10-19.1-01, a person other than an individual knows, has

notice, or receives a notification of a fact for purposes of a particular transaction when

the individual conducting the transaction for the person knows, has notice, or receives

a notification of the fact, or in any event when the fact would have been brought to the

attention of the individual if the person had exercised reasonable diligence.

a. A person other than an individual exercises reasonable diligence if it maintains

reasonable routines for communicating significant information to the individual

conducting the transaction for the person and there is reasonable compliance

with the routines.

b. Reasonable diligence does not require an individual acting for the person to

communicate information unless the communication is part of the regular duties

of the individual or the individual has reason to know of the transaction and that

the transaction would be materially affected by the information.

7. Knowledge, notice, or receipt of a notification of a fact relating to the corporation by an

officer or director is effective immediately as knowledge of, notice to, or receipt of a

notification by the corporation, except in the case of a fraud on the corporation

committed by or with the consent of the officer or director. Knowledge, notice, or

receipt of a notification of a fact relating to the corporation by a shareholder who is not

an officer or director, is not effective as knowledge by, notice to, or receipt of a

notification by the corporation.

8. Notice otherwise effective under subsection 3 does not affect the power of a person to

transfer real property held in the name of a corporation unless at the time of transfer a

certified copy of the relevant statement, amendment, or articles, as filed with the

secretary of state, has been recorded in the office of the county recorder in the county

in which the real property affected by the statement, amendment, or articles is located.

9. With respect to notice given by a form of electronic communication:

a. Consent by an officer or director to notice given by electronic communication may

be given in writing or by authenticated electronic communication. The corporation

is entitled to rely on any consent so given until revoked by the officer or director.

However, no revocation affects the validity of any notice given before receipt by

the corporation of revocation of the consent.

b. An affidavit of an officer or director or an authorized agent of the corporation, that

the notice has been given by a form of electronic communication is, in the

absence of fraud, prima facie evidence of the facts stated in the affidavit.
N.D. Cent. Code § 10-15-15 — ND Code / Title 10 / Chapter 10-15 / Section 10-15-15
10-15-15. Membership
Status: in_force

10-15-15. Membership

A cooperative may have one or more classes of members. Provisions for qualifications,

requirements, method of acceptance, terms, conditions, termination, and other incidents of

membership shall be set forth in the bylaws. Any person, including a partnership, incorporated

or unincorporated association, corporation, or body politic, may become a member in

accordance with the bylaws.
N.D. Cent. Code § 10-19.1-68 — ND Code / Title 10 / Chapter 10-19.1 / Section 10-19.1-68
10-19.1-68. Fractional shares
Status: in_force

10-19.1-68. Fractional shares

1. A corporation may issue fractions of a share originally or upon transfer. If it does not

issue fractions of a share, then it shall in connection with an original issuance of

shares:

a. Arrange for the disposition of fractional interests by those entitled to them;

b. Pay in money the fair value of fractions of a share as of the time when persons

entitled to receive the fractions are determined; or

c. Issue scrip or warrants in registered or bearer form that entitle the holder to

receive a certificate for a full share upon the surrender of the scrip or warrants

aggregating a full share.

2. A corporation may not pay money for fractional shares if that action would result in the

cancellation of more than twenty percent of the outstanding shares of a class or series.

A determination by the board of the fair value of fractions of a share is conclusive in

the absence of fraud. A certificated or uncertificated fractional share, and any scrip or

warrants if expressly provided, entitles the shareholder to exercise voting rights or

receive distributions. The board may cause scrip or warrants to be issued subject to

the condition the scrip or warrants become void if not exchanged for full shares before

a specified date, or that the shares for which scrip or warrants are exchangeable may

be sold by the corporation and the proceeds distributed to the holder of the scrip or

warrants, or to any other condition or set of conditions the board may impose.
N.D. Cent. Code § 10-19.1-10 — ND Code / Title 10 / Chapter 10-19.1 / Section 10-19.1-10
10-19.1-10. Articles
Status: in_force

10-19.1-10. Articles

1. The articles of incorporation must contain:

a. The name of the corporation.

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

noncommercial registered agent, then the address of that noncommercial

registered agent in this state.

c. The address of the principal executive office.

d. The aggregate number of shares that the corporation has authority to issue.

e. The name and address of each incorporator.

f. The effective date of incorporation if a later date than that on which the certificate

of incorporation is issued by the secretary of state, which may not be later than

ninety days after the date on which the certificate of incorporation is issued.

2. The following provisions govern a corporation unless modified in the articles or in a

shareholder control agreement under section 10-19.1-83:

a. A corporation has general business purposes as provided in section 10-19.1-08.

b. A corporation has perpetual existence and certain powers as provided in section

10-19.1-26.

c. The power to adopt, amend, or repeal the bylaws is vested in the board as

provided in section 10-19.1-31.

d. A corporation must allow cumulative voting for directors as provided in section

10-19.1-39.

e. The affirmative vote of a majority of directors present is required for an action of

the board as provided in section 10-19.1-46.

f. A written action by the board taken without a meeting must be signed by all

directors as provided in section 10-19.1-47.

g. The board may authorize the issuance of securities and rights to purchase

securities as provided in subsection 1 of section 10-19.1-61.

h. All shares are common shares entitled to vote and are of one class and one

series as provided in subdivisions a and b of subsection 2 of section 10-19.1-61.

i. All shares have equal rights and preferences in all matters not otherwise provided

for by the board as provided in subdivisions a and b of subsection 2 of section

10-19.1-61.

j. The par value of shares is fixed at one cent per share for certain purposes and

may be fixed by the board for certain other purposes as provided in subdivisions

a and b of subsection 2 of section 10-19.1-61.

k. The board may effect share dividends, divisions, and combinations under certain

circumstances without shareholder approval as provided in section 10-19.1-61.1.

l. The board or the shareholders may issue shares for any consideration or for no

consideration to effectuate share dividends or splits and determine the value of

nonmonetary consideration as provided in subsection 1 of section 10-19.1-63.

m. Shares of a class or series may not be issued to holders of shares of another

class or series to effectuate share dividends or splits, unless authorized by a

majority of the voting power of the shares of the same class or series as the

shares to be issued as provided in subsection 1 of section 10-19.1-63.

n. A corporation may issue rights to purchase securities whose terms, provisions,

and conditions are fixed by the board as provided in section 10-19.1-64.

o. A shareholder has certain pre-emptive rights, unless otherwise provided by the

board as provided in section 10-19.1-65.

p. Each share has one vote unless otherwise provided in the terms of the share as

provided in subsection 5 of section 10-19.1-73.2.

q. The affirmative vote of the holders of a majority of the voting power of the shares

present and entitled to vote at a duly held meeting is required for an action of the

shareholders, except when this chapter requires the affirmative vote of:

(1) A plurality of the votes cast as provided in subsection 1 of section

10-19.1-39; or

(2) A majority of the voting power of all shares entitled to vote as provided in

subsection 1 of section 10-19.1-74.

r. A written action of shareholders must be signed by all shareholders as provided

in section 10-19.1-75.

s. Shares of a corporation acquired by the corporation may be reissued as provided

in subsection 1 of section 10-19.1-93.

t. An exchange need not be approved by shareholders of the acquiring corporation

unless the outstanding shares entitled to vote of that corporation will be increased

by more than twenty percent immediately after the exchange as provided in

subdivision c of subsection 3 of section 10-19.1-98.

u. An exchange need not be approved by shareholders of the acquiring corporation

unless the outstanding participating shares of that corporation will be increased

by more than twenty percent immediately after the exchange as provided in

subdivision d of subsection 3 of section 10-19.1-98.

3. The following provisions govern a corporation unless modified in the articles, in a

shareholder control agreement under section 10-19.1-83, or in the bylaws:

a. A director serves for an indefinite term that expires upon the election and

qualification of a successor as provided in section 10-19.1-35.

b. The compensation of directors is fixed by the board as provided in section

10-19.1-37.

c. The method provided in section 10-19.1-41 or 10-19.1-41.1 must be used for

removal of directors.

d. The method provided in section 10-19.1-42 must be used for filling board

vacancies.

e. If the board fails to select a place for a board meeting, it must be held at the

principal executive office as provided in subsection 1 of section 10-19.1-43.

f. A director may call a board meeting, and the notice of the meeting need not state

the purpose of the meeting as provided in subsection 3 of section 10-19.1-43.

g. A majority of the board is a quorum for a board meeting as provided in section

10-19.1-45.

h. A committee:

(1) Must consist of one or more individuals, who need not be directors,

appointed by affirmative vote of a majority of the directors present as

provided in subsection 2 of section 10-19.1-48; and

(2) May create one or more subcommittees, each consisting of one or more

members of the committees and may delegate to the subcommittee any or

all of the authority of the committee as provided in subsection 7 of section

10-19.1-48.

i. The board may establish a special litigation committee as provided in section

10-19.1-48.

j. Unless the board determines otherwise, the officers have specified duties as

provided in section 10-19.1-53.

k. Officers may delegate some or all of their duties and powers, if not prohibited by

the board from doing so as provided in section 10-19.1-59.

l. The corporation may establish uncertificated shares as provided in subsection 6

of section 10-19.1-66.

m. Regular meetings of shareholders need not be held, unless demanded by a

shareholder under certain conditions as provided in section 10-19.1-71.

n. No fewer than ten nor more than fifty days' notice is required for a meeting of

shareholders as provided in subsection 3 of section 10-19.1-73.

o. The board may fix a date up to fifty days before the date of a shareholders'

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

notice of and entitled to vote at the meeting as provided in subsection 1 of section

10-19.1-73.2.

p. The number of shares required for a quorum at a shareholders' meeting is a

majority of the voting power of the shares entitled to vote at the meeting as

provided in section 10-19.1-76.

q. Indemnification of certain persons is required as provided in section 10-19.1-91.

r. The board may authorize, and the corporation may make, distributions not

prohibited, limited, or restricted by an agreement as provided in subsection 1 of

section 10-19.1-92.

4. The following provisions relating to the management of the business or the regulation

of the affairs of a corporation may be included either in the articles or, except for

naming members of the first board fixing a greater than majority director or

shareholder vote or giving or prescribing the manner of giving voting rights to persons

other than shareholders otherwise than pursuant to the articles, or eliminating or

limiting a director's personal liability, in the bylaws:

a. The members of the first board may be named in the articles as provided in

subsection 1 of section 10-19.1-32.

b. A manner for increasing or decreasing the number of directors as provided in

section 10-19.1-33.

c. Additional qualifications for directors may be imposed as provided in section

10-19.1-34.

d. Directors may be classified as provided in section 10-19.1-38.

e. The day or date, time, and place of board meetings may be fixed as provided in

subsection 1 of section 10-19.1-43.

f. Absent directors may be permitted to give written consent or opposition to a

proposal as provided in section 10-19.1-44.

g. A larger than majority vote may be required for board action as provided in

section 10-19.1-46.

h. A director's personal liability to the corporation or its shareholders for monetary

damages for breach of fiduciary duty as a director may be eliminated or limited in

the articles as provided in section 10-19.1-50.

i. Authority to sign and deliver certain documents may be delegated to an officer or

agent of the corporation other than the president as provided in section

10-19.1-53.

j. Additional officers may be designated as provided in section 10-19.1-52.

k. Additional powers, rights, duties, and responsibilities may be given to officers as

provided in section 10-19.1-53.

l. A method for filling vacant offices may be specified as provided in subsection 3 of

section 10-19.1-58.

m. A certain officer or agent may be authorized to sign share certificates as provided

in subsection 1 of section 10-19.1-66.

n. The transfer or registration of transfer of securities may be restricted as provided

in section 10-19.1-70.

o. The day or date, time, and place of regular shareholder meetings may be fixed as

provided in subsection 3 of section 10-19.1-71.

p. Certain persons may be authorized to call special meetings of shareholders as

provided in subsection 1 of section 10-19.1-72.

q. Notices of shareholder meetings may be required to contain certain information

as provided in subsection 3 of section 10-19.1-73.

r. Voting rights may be granted in or pursuant to the articles to persons who are not

shareholders as provided in subsection 6 of section 10-19.1-73.2.

s. A larger than majority vote may be required for shareholder action as provided in

section 10-19.1-74.

t. Corporate actions giving rise to dissenter rights may be designated as provided in

subdivision d of subsection 1 of section 10-19.1-87.

u. The rights and priorities of persons to receive distributions may be established as

provided in section 10-19.1-92.

5. The articles may contain other provisions not inconsistent with section 10-19.1-32 or

any other provision of law relating to the management of the business or the regulation

of the affairs of the corporation.

6. It is not necessary to set forth in the articles any of the corporate powers granted by

this chapter.

7. Subsection 4 does not limit:

a. The permissible scope of a shareholder control agreement; or

b. The right of the board, by resolution, to take an action that the bylaws may

authorize under this section without including the authorization in the bylaws,

unless the authorization is required to be included in the bylaws by another

provision of this chapter.

8. Except for provisions included pursuant to subsection 1, any provision of the articles

may:

a. Be made dependent upon facts ascertainable outside the articles, but only if the

manner in which the facts operate upon the provision is clearly and expressly set

forth in the articles; and

b. Incorporate by reference some or all of the terms of any agreements, contracts,

or other arrangements entered into by the corporation, but only if the corporation

retains at its principal executive office a copy of the agreements, contracts, or

other arrangements or the portions incorporated by reference.
N.D. Cent. Code § 10-19.1-149.1 — ND Code / Title 10 / Chapter 10-19.1 / Section 10-19.1-149.1
10-19.1-149.1. Secretary of state - Confidential records
Status: in_force

10-19.1-149.1. 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 § 10-15-52.4 — ND Code / Title 10 / Chapter 10-15 / Section 10-15-52.4
10-15-52.4. Withdrawal of foreign cooperative
Status: in_force

10-15-52.4. Withdrawal of foreign cooperative

A foreign cooperative 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

such certificate of withdrawal, such foreign cooperative shall deliver to the secretary of state an

application for withdrawal, which shall set forth:

1. The name of the cooperative and the state or country under the laws of which it is

associated.

2. That the cooperative is not transacting business in this state.

3. That the cooperative surrenders its authority to transact business in this state.

4. That service of process in any action, suit, or proceeding based upon any claim for

relief arising in this state during the time the cooperative was authorized to transact

business in this state may thereafter be made on such cooperative by service as

provided in section 10-01.1-13.

5. A post-office address to which the secretary of state may mail a copy of any process

against the cooperative that may be served on the secretary of state.

6. Such additional information as may be necessary or appropriate in order to enable the

secretary of state to determine and assess any unpaid fees payable by such foreign

cooperative.

The application for withdrawal shall be made on forms prescribed and furnished by the

secretary of state and shall be executed by the cooperative by its president or vice president

and by its secretary or an assistant secretary or, if the cooperative is in the hands of a receiver

or trustee, shall be executed on behalf of the cooperative by such receiver or trustee.
N.D. Cent. Code § 10-29-03 — ND Code / Title 10 / Chapter 10-29 / Section 10-29-03
10-29-03. Notice for registration of stock
Status: in_force

10-29-03. Notice for registration of stock

The notice to stockholders shall be published once a week for four successive weeks in a

newspaper of general circulation in the county in which the corporation has its principal office or

place of business in the state, as set forth in the charter, and a copy of the notice shall be sent

by registered or certified mail to the last-known address of all stockholders of record, if any, and

all persons known or believed to be stockholders. The notice shall state that, after the time

specified for registering shares has expired, the corporation will recognize as shareholders only

those persons who have registered their shares in accordance with this section.
N.D. Cent. Code § 10-04-10 — ND Code / Title 10 / Chapter 10-04 / Section 10-04-10
10-04-10. Registration of broker-dealers, agents, investment advisers, and investment adviser representatives - Notice filings by federal covered advisers
Status: in_force

10-04-10. Registration of broker-dealers, agents, investment advisers, and investment

adviser representatives - Notice filings by federal covered advisers.

1. Broker-dealers. It is unlawful for a person to transact business in this state as a

broker-dealer unless the person is registered under this chapter as a broker-dealer or

is exempt. The following persons are exempt from the registration requirements:

a. A broker-dealer without a place of business in this state if its only transactions

effected in this state are with:

(1) The issuer of the securities involved in the transactions;

(2) A broker-dealer registered as a broker-dealer under this chapter or not

required to be registered as a broker-dealer under this chapter;

(3) An institutional investor;

(4) A nonaffiliated federal covered investment adviser with investments under

management in excess of one hundred million dollars acting for the account

of others pursuant to discretionary authority in a signed record;

(5) A bona fide pre-existing customer whose principal place of residence is not

in this state and the person is registered as a broker-dealer under the

Securities Exchange Act of 1934 or not required to be registered under the

Securities Exchange Act of 1934 and is registered under the securities laws

of the state in which the customer maintains a principal place of residence;

and

(6) A bona fide pre-existing customer whose principal place of residence is in

this state but was not present in this state when the customer relationship

was established, if:

(a) The broker-dealer is registered under the Securities Exchange Act of

1934 or not required to be registered under the Securities Exchange

Act of 1934 and is registered under the securities laws of the state in

which the customer relationship was established and where the

customer had maintained a principal place of residence; and

(b) Within thirty days after the customer's first transaction in this state, the

person files an application for registration as a broker-dealer in this

state and a further transaction is not effected more than forty-five days

after the date on which the application is filed, or, if earlier, the date on

which the commissioner notifies the person that the commissioner has

denied the application for registration or has stayed the pendency of

the application for good cause.

b. A person that deals solely in United States government securities and is

supervised as a broker-dealer in government securities by the board of governors

of the federal reserve system, the comptroller of the currency, the federal deposit

insurance corporation, or the office of thrift supervision.

Application for registration as a broker-dealer must be made in writing or

electronically in a form prescribed by the commissioner, must be signed by the

applicant, duly verified by oath, must be filed with the department, and must contain

information the commissioner determines to be necessary concerning the applicant.

The commissioner may also require such additional information relating to the

applicant and as to the previous history, record, or association of the applicant, its

officers, directors, employees, members, partners, managers, or trustees as the

commissioner deems necessary to establish whether or not the applicant should be

registered as a broker-dealer under the provisions of this law.

There must be filed with such application a written consent to the service of

process upon the commissioner in actions against such broker-dealer, conforming to

the requirements of section 10-04-14.

When an applicant has fully complied with the provisions of this subsection, the

commissioner may register such applicant as a broker-dealer unless the commissioner

finds that the applicant is not of good business reputation, or is not solvent, or the

applicant's principals and compliance or sales supervisor do not appear qualified by

training, examination, or experience to act on behalf of a broker-dealer in securities.

Except as prohibited by the Securities Exchange Act of 1934, the commissioner

may require an indemnity bond running to the state of North Dakota conditioned for the

faithful compliance by the broker-dealer and the broker-dealer's agents with all the

provisions of this law and for the faithful performance and payment of all obligations of

the broker-dealer and the broker-dealer's agents.

The bond must be of such type as may be approved by the commissioner and

must be in such amount as the commissioner deems necessary to protect purchasers.

Any such bond must have as surety thereon a surety company authorized to do

business in this state. When the commissioner has registered an applicant as a

broker-dealer, the commissioner shall notify the applicant of such registration.

2. a. Agent. It is unlawful for an individual to transact business in this state as an agent

unless the individual is registered under this chapter as an agent or is exempt

from registration. The following individuals are exempt from the registration

requirements:

(1) An individual who represents a broker-dealer in effecting transactions in this

state limited to those in section 15(h)(2) of the Securities Exchange Act of

1934;

(2) An individual who represents a broker-dealer that is exempt under

subsection 1;

(3) An individual who represents an issuer that effects transactions solely in

federal covered securities of the issuer, but an individual who effects

transactions in a federal covered security under section 18(b)(3) or 18(b)(4)

(D) of the Securities Act of 1933 is not exempt if the individual is

compensated in connection with the agent's participation by the payment of

commissions or other remuneration based, directly or indirectly, on

transactions in those securities; or

(4) An individual who represents a broker-dealer registered in this state or

exempt from registration in the offer and sale of securities for an account of

a nonaffiliated federal covered investment adviser with investments under

management in excess of one hundred million dollars acting for the account

of others pursuant to discretionary authority in a signed record.

b. Application for registration as an agent must be made in writing or electronically

in a form prescribed by the commissioner, must be signed by the applicant and by

the registered broker-dealer or issuer employing or proposing to employ such

applicant, duly verified by oath, must be filed with the department, and must

contain information the commissioner determines to be necessary concerning the

applicant.

c. The commissioner shall require as a condition of registration that the applicant

pass a written examination as evidence of knowledge of the securities business.

d. The commissioner may also require such additional information as to the

applicant's previous business experience as the commissioner deems necessary

to determine whether or not the applicant should be registered as an agent under

the provisions of this law. If an agent proposes to be self-employed, the agent

shall specifically state the particular security or securities the agent proposes to

sell in this state in the application, and if said security or securities are exempt

under section 10-04-05 or 10-04-06, or have been registered by announcement

under section 10-04-07.1, or have been registered by coordination under section

10-04-07.2, or have been registered by qualification under section 10-04-08, then

the commissioner may require that said self-employed agent file an indemnity

bond running to the state of North Dakota conditioned for the faithful compliance

by said self-employed agent with all the applicable provisions of this chapter and

for the faithful performance and payment of all obligations hereunder. The bond

must be in a form approved and in the amount required by the commissioner.

e. When an applicant has fully complied with the provisions of this subsection, the

commissioner may register such applicant as an agent unless the commissioner

finds that such applicant is not of good business reputation, or that the

broker-dealer named on the application is not a registered broker-dealer. When

the commissioner has registered an applicant as an agent, the commissioner

shall immediately notify the broker-dealer of such registration.

f. Every registered broker-dealer or issuer promptly shall notify the department of

the termination of the employment by the broker-dealer or issuer of a registered

agent.

Application for registration as an agent must be made in writing or electronically

in a form prescribed by the commissioner, must be signed by the applicant and by the

registered broker-dealer or issuer employing or proposing to employ such applicant,

duly verified by oath, must be filed with the department, and must contain information

the commissioner determines to be necessary concerning the applicant.

The commissioner shall require as a condition of registration that the applicant

pass a written examination as evidence of knowledge of the securities business;

provided, that not more than two officers or managers of an issuer may be registered

as an agent for a particular original offering of the issuer's securities without being

required to pass such written examination; and provided, further, that no such officer or

manager may again register within three years as such agent for this or any other

issuer without passing the written examination.

The commissioner may also require such additional information as to the

applicant's previous business experience as the commissioner deems necessary to

determine whether or not the applicant should be registered as an agent under the

provisions of this law. If an agent proposes to be self-employed, the agent shall

specifically state the particular security or securities the agent proposes to sell in this

state in the application, and if said security or securities are exempt under section

10-04-05 or 10-04-06, or have been registered by announcement under section

10-04-07.1, or have been registered by qualification under section 10-04-08, then the

commissioner may require that said self-employed agent file an indemnity bond

running to the state of North Dakota conditioned for the faithful compliance by said

self-employed agent with all the applicable provisions of this chapter and for the

faithful performance and payment of all obligations hereunder. The bond must be in a

form approved and in the amount required by the commissioner.

When an applicant has fully complied with the provisions of this subsection, the

commissioner may register such applicant as an agent unless the commissioner finds

that such applicant is not of good business reputation, or that the broker-dealer named

on the application is not a registered broker-dealer. When the commissioner has

registered an applicant as an agent, the commissioner shall immediately notify the

broker-dealer of such registration.

Every registered broker-dealer or issuer shall promptly notify the department of

the termination of the employment by the broker-dealer or issuer of a registered agent.

3. Investment advisers.

a. It is unlawful for any person to transact business in this state as an investment

adviser unless the person is registered under this chapter as an investment

adviser or is exempt from registration as an investment adviser. The following

persons are exempt from the registration requirements:

(1) A person without a place of business in this state that is registered under the

securities laws of the state in which the person has its principal place of

business if its only clients in this state are:

(a) Federal covered investment advisers, investment advisers registered

under this chapter, or broker-dealers registered under this chapter;

(b) Institutional investors; or

(c) Bona fide pre-existing clients whose principal places of residence are

not in this state if the investment adviser is registered under the

securities laws of the state in which the clients maintain principal

places of residences.

(2) A person without a place of business in this state if the person has had,

during the preceding twelve months not more than five clients resident in

this state in addition to those specified in paragraph 1; or

(3) Any other person exempted by rule or order of the commissioner issued

under this chapter.

b. Application for registration as an investment adviser must be made in writing or

electronically in a form prescribed by the commissioner, must be signed by the

applicant, duly verified by oath, must be filed with the department, and must

contain information the commissioner determines to be necessary concerning the

applicant.

The commissioner may also require such additional information relating to the

applicant and as to the previous history, record, or association of the applicant, its

officers, directors, employees, members, partners, managers, or trustees, as the

commissioner deems necessary to establish whether or not the applicant should be

registered as an investment adviser under the provisions of this chapter.

Except as prohibited by the Investment Advisers Act of 1940, the commissioner

may require an indemnity bond running to the state of North Dakota conditioned for the

faithful compliance by the investment adviser and the investment adviser's

representatives with all the provisions of this law and for the faithful performance and

payment of all obligations of the investment adviser and the investment adviser's

representatives. The bond must be of such type as may be approved by the

commissioner and must be in such amount as the commissioner deems necessary to

protect persons in this state. Any such bond must have as surety thereon a surety

company authorized to do business in this state.

The commissioner may by rule or order provide for an examination to be taken by

any class of or all applicants, as well as persons who represent or will represent an

investment adviser in doing any of the acts which make the person an investment

adviser.

When an applicant has fully complied with the provisions of this subsection, the

commissioner may register such applicant as an investment adviser unless the

commissioner finds that the applicant is not of good business reputation or is not

solvent.

A registrant as investment adviser shall notify the department of any change of

address.

4. Federal covered adviser.

a. Except with respect to a federal covered investment adviser described in

subdivision b, it shall be unlawful for a person to transact business in this state as

a federal covered adviser unless such person has made a notice filing with the

department, in writing or electronically, consisting of a copy of those documents

that have been filed with the securities and exchange commission as the

commissioner may require by rule or otherwise and the prescribed notice filing

fee.

b. The following federal covered investment advisers are not required to comply with

the notice filing requirement:

(1) A federal covered investment adviser without a place of business in this

state if its only clients are:

(a) Federal covered investment advisers, investment advisers registered

under this chapter, and broker-dealers registered under this chapter;

(b) Institutional investors; or

(c) Bona fide pre-existing clients whose principal places of residence are

not in this state.

(2) A federal covered investment adviser without a place of business in this

state if the person has had, during the preceding twelve months, not more

than five clients that are resident in this state in addition to those specified

under paragraph 1.

A notice filing is effective from receipt until the following December thirty-first. It

may be renewed by filing with the department, prior to expiration, those documents

filed with the securities and exchange commission as the commissioner may require

by rule or otherwise, with the notice filing renewal fee.

If the information contained in any document filed with the department is or

becomes inaccurate or incomplete in any material respect, the federal covered adviser

shall file an amendment with the department whenever such amendment is filed with

the securities and exchange commission.

A notice filing may be terminated by a federal covered adviser by filing a notice of

termination with the department.

5. Investment adviser representatives. It is unlawful for an individual to transact business

in this state as an investment adviser representative unless the individual is registered

under this chapter as an investment adviser representative or is exempt from

registration as an investment adviser representative or that the investment adviser

representative is employed by or associated with an investment adviser that is exempt

from registration or a federal covered investment adviser that is excluded from the

notice filing requirements.

Application for registration as an investment adviser representative must be

submitted in writing or electronically in a form prescribed by the commissioner, be

signed by the applicant and if applicable, by the investment adviser employing or

proposing to employ the applicant, be duly verified by oath, be filed with the

department, and contain information the commissioner determines to be necessary

concerning the applicant.

When an applicant has fully complied with the provisions of this subsection, the

commissioner may register the applicant as an investment adviser representative

unless the commissioner finds that the applicant is not of good business reputation;

that the investment adviser named in the application is not a registered investment

adviser; or the federal covered adviser named in the application has not made a notice

filing with the commissioner, as required by subsection 4. When the commissioner has

registered an applicant as an investment adviser representative, the commissioner

shall immediately notify the investment adviser or the federal covered adviser, as

applicable, of such registration.

Every registered investment adviser shall promptly notify the department of the

termination of the employment by the adviser of a registered investment adviser

representative. Every registered investment adviser representative employed by a

federal covered adviser or the federal covered adviser shall promptly notify the

department of the termination of such employment. The registration of the investment

adviser representative is automatically suspended from the time of termination of

employment until such time as the representative is registered by the commissioner as

a representative of another investment adviser or federal covered adviser.

The commissioner shall require as a condition of registration that the applicant

pass a written examination as evidence of knowledge of the securities business and

comply with any continuing education requirements as prescribed by the

commissioner. At the discretion of the commissioner, certain professional designations

may be accepted in lieu of an examination.

6. Refusal of registration. If the commissioner has reason to believe there are grounds to

refuse the approval of any application under this section, the commissioner may, by

order, summarily postpone the approval of any application made under this section. If,

after affording an applicant a hearing or an opportunity for a hearing as provided in

section 10-04-12, the commissioner finds that there is sufficient ground to refuse to

register such applicant as provided in this section, the commissioner shall enter an

order refusing to register such applicant. Such order shall state specifically the

grounds for its issuance. A copy of such order must be mailed to the applicant at the

applicant's business address, and if the application is for registration as an agent, to

the registered broker-dealer or issuer or if the application is for registration as an

investment adviser representative to the investment adviser or federal covered adviser

who proposed to employ such applicant. If the commissioner finds that an applicant

has been guilty of any act or omission which would constitute a sufficient ground for

revocation of a broker-dealer's, agent's, investment adviser's, or investment adviser

representative's registration under section 10-04-11, such act or omission may

constitute a sufficient ground for a finding by the commissioner that such applicant is

not of good business reputation.

7. Record and renewal of registrations. The names and addresses of all persons who

have been registered as broker-dealers, agents, investment advisers, or investment

adviser representatives, and all orders with respect thereto, and the names and

addresses of all federal covered advisers who have made a notice filing must be

recorded in a register of broker-dealers, agents, investment advisers, federal covered

advisers, and investment adviser representatives in the office of the commissioner.

Every registration and notice filing under this section expires on December thirty-first

of each year, unless renewed. The commissioner may by order provide for expirations

and renewals, including dates, forms, and procedures, adjust registration and notice

filing fees to correspond with expiration dates, and do any other thing which may be

necessary or convenient in order to participate in a central registration depository or

any similar arrangement designed to promote uniformity, to ease regulatory burdens,

or to encourage cooperation with other states, the securities and exchange

commission, or any registered national securities association or exchange.

8. Fees. The fee, which must accompany the application, for registration, transfer, or

notice filing, and for each annual renewal thereof is:

a. For each broker-dealer $240.00

b. For each agent $75.00

c. For each investment adviser or federal covered adviser $120.00

d. For each investment adviser representative $60.00

An application to register as a broker-dealer, agent, investment adviser, or investment

adviser representative may, with the consent of the commissioner, be withdrawn upon

written application.
N.D. Cent. Code § 10-33-13 — ND Code / Title 10 / Chapter 10-33 / Section 10-33-13
10-33-13. Change of registered office - Appointment or change of registered agent - Change of name of registered agent
Status: in_force

10-33-13. Change of registered office - Appointment or change of registered agent -

Change of name of registered agent.

1. A corporation may change its registered office, change its registered agent, or state a

change in the name of its registered agent as provided in chapter 10-01.1.

2. A registered agent of a corporation may resign as provided in chapter 10-01.1.
N.D. Cent. Code § 10-04-08 — ND Code / Title 10 / Chapter 10-04 / Section 10-04-08
10-04-08. Registration by qualification
Status: in_force

10-04-08. Registration by qualification

Securities required to be registered by qualification under this chapter before they may be

sold in this state must be registered as provided in this section. Application for registration of

securities by qualification must be made by the issuer of the securities or by a registered

broker-dealer by filing with the department:

1. An application for registration, which must be made in writing or on forms prescribed

by the commissioner, must contain the following information and be accompanied by

the following documents:

a. With respect to the applicant or issuer and any significant subsidiary:

(1) Its name, address, and form of organization;

(2) The state of foreign jurisdiction and date of its organization;

(3) The general character and location of its business;

(4) A general description of its physical properties and equipment; and

(5) A statement of the general competitive conditions in the industry or business

in which it is or will be engaged.

b. With respect to every director and officer of the issuer, or person occupying a

similar status or performing similar functions:

(1) The person's name, address, and principal occupation for the past five

years;

(2) The amount of securities of the issuer held by the person as of a specified

date within thirty days of the filing of the application for registration;

(3) The amount of the securities covered by the application for registration to

which the person has indicated an intention to subscribe; and

(4) A description of any material interest in any transaction with the issuer or

any subsidiary effected within the past three years or proposed to be

effected.

c. With respect to persons covered by subdivision b, the remuneration paid during

the past twelve months and estimated to be paid during the next twelve months,

directly or indirectly, by the issuer to all those persons in the aggregate.

d. With respect to any person owning of record, or beneficially if known, ten percent

or more of the outstanding shares of any class of equity security of the issuer, the

information specified in subdivision b other than the person's occupation.

e. With respect to every promoter if the issuer was organized within the past three

years, the information specified in subdivision b, any amount paid to the promoter

within that period or intended to be paid to the promoter, and the consideration for

any such payment.

f. With respect to any person on whose behalf any part of the offering is to be made

in a nonissuer distribution:

(1) The person's name and address;

(2) The amount of securities of the issuer held by the person as of the date of

the filing of the application for registration;

(3) A description of any material interest in any transaction with the issuer or

any subsidiary effected within the past three years or proposed to be

effected; and

(4) A statement of the person's reasons for making the offering.

g. The title, kind, classes, and amount of securities to be offered in this state; the

proposed offering price to the public or the method by which it is to be computed;

any variation therefrom at which any proportion of the offering is to be made to

any person or class of persons other than the underwriters, with a specification of

any such person or class; the basis upon which the offering is to be made if

otherwise than for cash; the maximum amount of commission or other form of

remuneration to be paid in cash or otherwise, directly or indirectly, for or in

connection with the sale or offering for sale of such securities; the estimated

aggregate underwriting and selling discounts or commissions and finders' fees,

including separately cash, securities, contracts, or anything else of value to

accrue to the underwriters or finders in connection with the offering, or, if the

selling discounts or commissions are variable, the basis of determining them and

their maximum and minimum amounts; the estimated amounts of other selling

expenses, including legal, engineering, and accounting charges and a statement

as to what person, corporation, or limited liability company shall be responsible

for payment of the same; the name and address of every underwriter and every

recipient of a finder's fee; a copy of any underwriting or selling-group agreement

pursuant to which the distribution is to be made, or the proposed form of any such

agreement whose terms have not yet been determined; and a description of the

plan of distribution of any securities which are to be offered otherwise than

through an underwriter.

h. The estimated cash proceeds to be received by the issuer from the offering; the

purposes for which the proceeds are to be used by the issuer; the amount to be

used for each purpose; the amounts of any funds to be raised from other sources

to achieve the purposes stated; the sources of any such funds; and, if any part of

the proceeds is to be used to acquire any property, including goodwill, otherwise

than in the ordinary course of business, the names and addresses of the vendors,

the purchase price, the names of any persons who have received commissions in

connection with the acquisition, and the amounts of any such commissions and

any other expense in connection with the acquisition.

i. A description of each and every stock option or other security option outstanding,

or to be created in connection with the offering, including the price at which such

options may be exercised together with the amount of any such options held or to

be held by every person.

j. The capitalization and long-term debt of the issuer and any subsidiary, including a

description of each security outstanding or being registered or otherwise offered,

and a statement of the amount and kind of consideration for which the issuer or

any subsidiary has issued any of its securities within the past two years or is

obligated to issue any of its securities.

k. The dates of, parties to, and general effect concisely stated of, every

management or other material contract made or to be made otherwise than in the

ordinary course of business if it is to be performed in whole or in part at or after

the filing of the application for registration or was made within the past two years,

together with a copy of every such contract; and a description of any pending

litigation or proceeding to which the issuer is a party and which affects its

business or assets.

l. A detailed statement showing the items of cash, property, services, patents,

goodwill, and any other consideration for which any securities of the issuer have

been within two years or are to be issued in payment.

m. A copy of any prospectus, pamphlet, circular, form letter, advertisement, or other

sales literature intended as of the effective date to be used in connection with the

offering.

n. A specimen or copy of the security being registered; a copy of the issuer's articles

of incorporation and bylaws, as currently in effect; and a copy of any indenture or

other instrument covering the security to be registered.

o. A balance sheet of the issuer as of a date within four months prior to the filing of

the application for registration; a profit and loss statement and analysis of surplus

for each of the three fiscal years preceding the date of the balance sheet and for

any period between the close of the last fiscal year and the date of the balance

sheet, or for the period of the issuer's and any predecessor's existence if less

than three years; and, if any part of the proceeds of the offering is to be applied to

the purchase of any business, the same financial statements which would be

required if the business were the registrant.

p. Other states in which it is proposed to offer the securities for sale to the public;

other states in which the securities are eligible for sale to the public; states which

have refused, by order or otherwise, to render the securities eligible for sale to

the public or have revoked or suspended the right to sell the securities, or in

which an application for registration has been withdrawn; and, if application has

been made to register the securities under the federal Securities Act of 1933, the

date upon which the application to register the securities was first filed, and a

statement as to whether registration under that Act is effective, and if so, the

effective date.

q. Such additional information as the commissioner requires by rule or order or may

subsequently request.

2. Payment of a filing fee for each security or class of security to be registered as follows:

a. For an initial filing, one-tenth of one percent of the aggregate amount of each

security or class of security to be registered but not more than two thousand five

hundred dollars.

b. In no event may an initial filing fee be less than one hundred fifty dollars for each

security or class of security to be registered.

c. An applicant may increase the aggregate amount of each security or class of

security to be registered by filing a notice of the additional aggregate dollar

amount to be registered and payment of a filing fee of one-tenth of one percent of

the additional aggregate dollar amount but not more than five hundred dollars.

d. No application shall be deemed to be filed or pending and no securities covered

by such application shall be deemed to be registered unless a filing fee has been

paid. The filing fee shall be retained even if the filing is withdrawn, denied,

suspended, revoked, or abandoned.

e. For the renewal of the registration of securities for additional periods of one year,

there must be paid a renewal fee of one hundred fifty dollars.

3. If the applicant is not domiciled in this state and is not a corporation or limited liability

company organized or authorized to transact business under the laws of this state, a

consent to service of process conforming to the requirements of section 10-04-14.

4. The commissioner may by rule or order require as a part of the application for

registration under this section that a prospectus containing any designated part of the

information specified in subsection 1 be submitted to the commissioner and the same

prospectus must be sent or given to each person to whom a sale or an offer to sell is

made. The commissioner may by rule or otherwise permit the omission of any item of

information or document from any application for registration. In all cases in which an

application is filed to register securities and a registration statement covering the same

securities has been filed with the federal securities and exchange commission, a copy

of the registration statement so filed must be accepted by the commissioner in lieu of

the information specified in subdivisions a through q of subsection 1, except that it

must be accompanied by a statement of the amount of such securities to be offered in

this state. All of the statements, exhibits, or documents of every kind required under

this section must be certified by the applicant or the issuer or any person having

knowledge of the facts. An applicant may, with the consent of the commissioner,

amend or withdraw an application and any or all statements, exhibits, or documents

filed therewith under this section at any time prior to the registration or prior to any

offering and sale of the securities sought to be registered or the entry of an order

denying the registration of such securities, but in no event may the fee be returned.

Registration under this section is effective for a period of one year.
N.D. Cent. Code § 10-32.1-42 — ND Code / Title 10 / Chapter 10-32.1 / Section 10-32.1-42
10-32.1-42. Right of members, managers, governors, and dissociated members to information
Status: in_force

10-32.1-42. Right of members, managers, governors, and dissociated members to

information.

1. In a member-managed or board-managed limited liability company, the following rules

apply:

a. On reasonable notice, a member may inspect and copy during regular business

hours, at a reasonable location specified by the company, any record maintained

by the company regarding the activities, financial condition, and other

circumstances of the company, to the extent the information is material to the

rights and duties of the member under the operating agreement or this chapter.

b. The company shall furnish to each member:

(1) Without demand, any information concerning the activities, financial

condition, and other circumstances of the company which the company

knows and is material to the proper exercise of the rights and duties of the

member under the operating agreement or this chapter, except to the extent

the company can establish that it reasonably believes the member already

knows the information; and

(2) On demand, any other information concerning the activities, financial

condition, and other circumstances of the company, except to the extent the

demand or information demanded is unreasonable or otherwise improper

under the circumstances.

c. The duty to furnish information under subdivision b also applies to each member

to the extent the member knows any of the information described in subdivision b.

2. In a manager-managed limited liability company, the following rules apply:

a. The informational rights stated in subsection 1 and the duty stated in

subdivision c of subsection 1, apply to the managers or governors and not the

members.

b. During regular business hours and at a reasonable location specified by the

company, a member may obtain from the company and inspect and copy full

information regarding the activities, financial condition, and other circumstances

of the company as is just and reasonable if:

(1) The member seeks the information for a purpose material to the interest of

the member as a member;

(2) The member makes a demand in a record received by the company,

describing with reasonable particularity the information sought and the

purpose for seeking the information; and

(3) The information sought is directly connected to the purpose of the member.

c. Within ten days after receiving a demand pursuant to paragraph 3 of

subdivision b, the company shall in a record inform the member that made the

demand:

(1) Of the information that the company will provide in response to the demand

and when and where the company will provide the information; and

(2) If the company declines to provide any demanded information, then the

reasons of the company for declining.

d. Whenever this chapter or an operating agreement provides for a member to give

or withhold consent to a matter, before the consent is given or withheld, the

company shall, without demand, provide the member with all information that is

known to the company and is material to the decision of the member.

3. On ten days' demand made in a record received by a limited liability company, a

dissociated member may have access to information to which the person was entitled

while a member if the information pertains to the period during which the person was a

member, the person seeks the information in good faith, and the person satisfies the

requirements imposed on a member by subdivision b of subsection 2. The company

shall respond to a demand made pursuant to this subsection in the manner provided in

subdivision c of subsection 2.

4. A limited liability company may charge a person that makes a demand under this

section the reasonable costs of copying, limited to the costs of labor and material.

5. A member or dissociated member may exercise rights under this section through an

agent or, in the case of an individual under legal disability, a legal representative. Any

restriction or condition imposed by the operating agreement or under subsection 7

applies both to the agent or legal representative and the member or dissociated

member.

6. The rights under this section do not extend to a person as transferee.

7. In addition to any restriction or condition stated in its operating agreement, a limited

liability company, as a matter within the ordinary course of its activities, may impose

reasonable restrictions and conditions on access to and use of information to be

furnished under this section, including designating information confidential and

imposing nondisclosure and safeguarding obligations on the recipient. In a dispute

concerning the reasonableness of a restriction under this subsection, the company has

the burden of proving reasonableness.
N.D. Cent. Code § 10-15-52.5 — ND Code / Title 10 / Chapter 10-15 / Section 10-15-52.5
10-15-52.5. Filing of application for withdrawal for foreign cooperatives
Status: in_force

10-15-52.5. Filing of application for withdrawal for foreign cooperatives

An application by a foreign cooperative for withdrawal must be delivered to the secretary of

state. If the secretary of state finds that the application conforms to the provisions of section

10-15-52.4 and that all fees have been paid, the secretary of state shall endorse on the original

application the word "filed", and the month, day, and year of the filing and issue a certificate of

withdrawal to the cooperative or its representative. Upon the issuance of the certificate of

withdrawal, the authority of the cooperative to transact business in this state ceases.
N.D. Cent. Code § 10-01.1-02 — ND Code / Title 10 / Chapter 10-01.1 / Section 10-01.1-02
10-01.1-02. Definitions
Status: in_force

10-01.1-02. Definitions

For purposes of this chapter, unless the context otherwise requires:

1. "Appointment of agent" means a statement appointing an agent for service of process

filed by a domestic entity that is not a filing entity or a nonqualified foreign entity under

section 10-01.1-12.

2. "Commercial registered agent" means a person that is listed under section 10-01.1-06

that serves in this state as the agent for service of process for another entity and that

is:

a. An individual residing in this state; or

b. A domestic or foreign corporation or limited liability company.

3. "Domestic corporation" means a corporation, other than a foreign corporation,

incorporated under any chapter of this code.

4. "Domestic entity" means an entity whose internal affairs are governed by the laws of

this state.

5. "Domestic limited liability company" means a limited liability company, other than a

foreign limited liability company, organized under chapter 10-32.1.

6. "Electronic communication" means any form of communication, not directly involving

the physical transmission of paper:

a. That creates a record that may be retained, retrieved, and reviewed by a recipient

of the communication; and

b. That may be directly reproduced in paper form by the recipient through an

automated process.

7. "Entity" means a person that has a separate legal existence or has the power to

acquire an interest in real property in its own name other than:

a. An individual;

b. A testamentary, inter vivos, or charitable trust, with the exception of a business

trust, statutory trust, or similar trust;

c. An association or relationship that is not a partnership by reason of section

45-14-02 or a similar provision of the law of any other jurisdiction;

d. A decedent's estate; or

e. A government or governmental subdivision, agency, or instrumentality, or a

quasi-governmental instrumentality.

8. "Filed with the secretary of state" means, except as otherwise permitted by rule or law:

a. That a record meeting the applicable requirements of this chapter, together with

the fees provided in section 10-01.1-03, was delivered or communicated to the

secretary of state by a method or medium of communication acceptable by the

secretary of state and was determined by the secretary of state to conform to law.

b. That the secretary of state did then:

(1) Record the actual date on which the record was filed, and if different, the

effective date of filing; and

(2) Record the record in the office of the secretary of state.

9. "Filing entity" means an entity that is created by the filing of a public organic document.

10. "Foreign corporation" means a corporation:

a. That is incorporated under laws other than the laws of this state; and

b. That is a qualified foreign entity.

11. "Foreign entity" means an entity other than a domestic entity.

12. "Foreign limited liability company" means a limited liability company:

a. That is organized under laws other than the laws of this state for a purpose for

which a limited liability company may be organized under chapter 10-32.1; and

b. That is a qualified foreign entity.

13. "Foreign qualification document" means an application for a certificate of authority or

other foreign qualification filing with the secretary of state by a foreign entity.

14. "Governance interest" means the right under the organic law or organic rules of an

entity, other than as a governor, agent, assignee, or proxy, to:

a. Receive or demand access to information concerning, or the books and records

of, the entity;

b. Vote for the election of the governors of the entity; or

c. Receive notice of or vote on any or all issues involving the internal affairs of the

entity.

15. "Governor" means a person by or under whose authority the powers of an entity are

exercised and under whose direction the business and affairs of the entity are

managed pursuant to the organic law and organic rules of the entity.

16. "Interest" means:

a. A governance interest in an unincorporated entity;

b. A transferable interest in an unincorporated entity; or

c. A share or membership in a corporation.

17. "Interest holder" means a direct holder of an interest.

18. "Jurisdiction of organization", with respect to an entity, means the jurisdiction whose

law includes the organic law of the entity.

19. "Noncommercial registered agent" means a person that is not listed as a commercial

registered agent under section 10-01.1-06 that serves in this state as the agent for

service of process for another entity and that is:

a. An individual residing in this state; or

b. A domestic or foreign corporation or a domestic or foreign limited liability

company.

20. "Nonqualified foreign entity" means a foreign entity that is not authorized to transact

business in this state pursuant to a filing with the secretary of state.

21. "Nonresident LLP statement" means a registration as provided in subsection 23 of

section 45-22-01 and is:

a. A registration of a domestic limited liability partnership that does not have an

office in this state; or

b. A registration of a foreign limited liability partnership that does not have an office

in this state.

22. "Organic law" means the statutes, if any, other than this chapter, governing the internal

affairs of an entity.

23. "Organic rules" means the public organic document and private organic rules of an

entity.

24. "Person" means an individual, corporation, estate, trust, partnership, limited liability

company, business or similar trust, association, joint venture, public corporation,

government or governmental subdivision, agency, or instrumentality, or any other legal

or commercial entity.

25. "Principal executive office" means:

a. If the entity has one or more elected or appointed governors, then an office where

one or more of the governors has an office; or

b. If the entity has no elected or appointed governors, then the office of the

registered agent of the entity.

26. "Private organic rules" means the rules, whether or not in a record, that:

a. Govern the internal affairs of an entity;

b. Are binding on all of its interest holders; and

c. Are not part of its public organic document, if any.

27. "Public organic document" means the public record the filing of which creates an entity,

and any amendment to or restatement of that record.

28. "Qualified foreign entity" means a foreign entity that is authorized to transact business

in this state pursuant to a filing with the secretary of state.

29. "Record" means information is inscribed on a tangible medium or is stored in an

electronic or other medium and is retrievable in perceivable form.

30. "Registered agent" means:

a. A commercial registered agent; or

b. A noncommercial registered agent.

31. "Registered agent filing" means:

a. The public organic document of a domestic filing entity;

b. A nonresident LLP statement;

c. A foreign qualification document; or

d. An appointment of agent.

32. "Registered office" means the address in this state of a registered agent as provided in

this chapter and need not be the same as the principal place of business or principal

executive office of the represented entity.

33. "Represented entity" means:

a. A domestic filing entity;

b. A domestic or qualified foreign limited liability partnership that does not have an

office in this state;

c. A qualified foreign entity;

d. A domestic or foreign unincorporated nonprofit association for which an

appointment of agent has been filed;

e. A domestic entity that is not a filing entity for which an appointment of agent has

been filed; or

f. A nonqualified foreign entity for which an appointment of agent has been filed.

34. "Signed" means:

a. That the signature of a person, which may be a facsimile affixed, engraved,

printed, placed, stamped with indelible ink, transmitted by facsimile

telecommunication or electronically, or in any other manner reproduced on the

record with the present intention to authenticate that record; and

b. With respect to a record required by this chapter to be filed with the secretary of

state, that:

(1) The record is signed by a person authorized to do so by the organic rules of

the entity; and

(2) The signature and the record are communicated by a method or medium of

communication acceptable by the secretary of state.

35. "Transferable interest" means the right under an entity's organic law to receive

distributions from the entity.

36. "Type", with respect to an entity, means a generic form of entity:

a. Recognized at common law; or

b. Organized under an organic law, whether or not some entities organized under

that organic law are subject to provisions of that law that create different

categories of the form of entity.
N.D. Cent. Code § 10-32.1-46 — ND Code / Title 10 / Chapter 10-32.1 / Section 10-32.1-46
10-32.1-46. Power of the personal representative of a deceased member
Status: in_force

10-32.1-46. Power of the personal representative of a deceased member

If a member dies, then the personal representative of the deceased member or other legal

representative may exercise the rights of a transferee provided in subsection 3 of section

10-32.1-44, and, for the purposes of settling the estate, the rights of a current member under

section 10-32.1-42.
N.D. Cent. Code § 10-04-02 — ND Code / Title 10 / Chapter 10-04 / Section 10-04-02
10-04-02. Definitions
Status: in_force

10-04-02. Definitions

When used in this chapter, unless the context or subject matter otherwise requires:

1. "Agent" means an individual, other than a broker-dealer, who represents a

broker-dealer or an issuer or is self-employed in effecting or attempting to effect

purchases or sales of securities. However, a partner, officer, or director of a

broker-dealer, or an individual having a similar status or performing similar functions is

an agent only if the individual otherwise comes within the term.

2. "Bank" means:

a. A bank institution organized under the laws of the United States;

b. A member bank of the federal reserve system;

c. Any other banking institution, whether or not incorporated, doing business under

the laws of a state or of the United States, a substantial portion of the business of

which consists of receiving deposits or exercising fiduciary powers similar to

those permitted to be exercised by national banks under the authority of the

comptroller of the currency pursuant to section 1 of Public Law 87-722, and which

is supervised and examined by a state or federal agency having supervision over

banks, and which is not operated for the purpose of evading this chapter; and

d. A receiver, conservator, or other liquidating agent of any institution or firm

included in subdivision a, b, or c.

3. "Broker-dealer" means a person engaged in the business of effecting transactions in

securities issued by another person or by such person for the account of others or for

the person's own account. The term does not include:

a. An agent;

b. A bank or savings institution if its activities as a broker-dealer are limited to those

specified in subsections 3(a)(4)(B)(i) through (vi), (viii) through (x), and (xi) if

limited to unsolicited transactions; 3(a)(5)(B) and 3(a)(5)(C) of the Securities

Exchange Act of 1934 or a bank that satisfies the conditions described in

subsection 3(a)(4)(E) of the Securities Exchange Act of 1934; or

c. An issuer, including an officer, director, employee, or trustee of, or member or

manager of, or partner in, or a general partner of, an issuer, that sells, offers for

sale, or does any act in furtherance of the sale of a security that represents an

economic interest in that issuer, provided no commission, fee, or other similar

remuneration is paid to or received by the issuer for the sale.

4. "Commissioner" means the insurance commissioner.

5. "Department" means the insurance department.

6. "Depository institution" means:

a. A bank; or

b. A savings institution, trust company, credit union, or similar institution that is

organized or chartered under the laws of a state or of the United States,

authorized to receive deposits, and supervised and examined by an official or

agency of a state or the United States if its deposits or share accounts are

insured to the maximum amount authorized by statute by the federal deposit

insurance corporation, the national credit union shares insurance fund, or a

successor authorized by federal law. The term does not include:

(1) An insurance company or other organization primarily engaged in the

business of insurance;

(2) A Morris plan bank; or

(3) An industrial loan company.

7. "Federal covered adviser" means a person who is registered under section 203 of the

Investment Advisers Act of 1940.

8. "Federal covered security" means a security that is, or upon completion of a

transaction will be, a covered security pursuant to section 18(b) of the Securities Act of

1933 or rules or regulations adopted under that Act.

9. "Institutional investor" means any of the following, whether acting for itself or for others

in a fiduciary capacity:

a. A depository institution or international banking institution;

b. An insurance company;

c. A separate account of an insurance company;

d. An investment company as defined in the Investment Company Act of 1940;

e. A broker-dealer under the Securities Exchange Act of 1934;

f. An employee pension, profit-sharing, or benefit plan if the plan has total assets in

excess of ten million dollars or its investment decisions are made by a named

fiduciary, as defined in the Employee Retirement Income Security Act of 1974,

that is a broker-dealer registered under the Securities Exchange Act of 1934, an

investment adviser registered or exempt from registration under the Investment

Advisers Act of 1940, an investment adviser registered under this Act, a

depository institution, or an insurance company;

g. A plan established and maintained by a state, a political subdivision of a state, or

an agency or instrumentality of a state or a political subdivision of a state for the

benefit of its employees, if the plan has total assets in excess of ten million

dollars or its investment decisions are made by a duly designated public official or

by a named fiduciary, as defined in the Employee Retirement Income Security Act

of 1974, that is a broker-dealer registered under the Securities Exchange Act of

1934, an investment adviser registered or exempt from registration under the

Investment Advisers Act of 1940, an investment adviser registered under this

chapter, a depository institution, or an insurance company;

h. A trust, if it has total assets in excess of ten million dollars, its trustee is a

depository institution, and its participants are exclusively plans of the types

identified in subdivision f or g, regardless of the size of their assets, except a trust

that includes as participants self-directed individual retirement accounts or similar

self-directed plans;

i. An organization described in section 501(c)(3) of the Internal Revenue Code,

corporation, Massachusetts trust or similar business trust, limited liability

company, or partnership, not formed for specific purpose of acquiring the

securities offered, with total assets in excess of ten million dollars;

j. A small business investment company licensed by the small business

administration under section 301(c) of the Small Business Investment Act of 1958

with total assets in excess of ten million dollars;

k. A private business development company as defined in section 202(a)(22) of the

Investment Advisers Act of 1940 with total assets in excess of ten million dollars;

l. A federal covered investment adviser acting for its own account;

m. A qualified institutional buyer as defined in rule 144A(a)(1), other than rule

144A(a)(1)(i)(H), adopted under the Securities Act of 1933;

n. A major United States institutional investor as defined in rule 15a-6(b)(4)(i)

adopted under the Securities Exchange Act of 1934; or

o. Any other person, other than an individual, of institutional character with total

assets in excess of ten million dollars not organized for the specific purpose of

evading this chapter.

10. "Investment adviser" means any person who, for compensation, engages in the

business of advising others, either directly or through publications or writings, as to the

value of securities or as to the advisability of investing in, purchasing, or selling

securities, or who, for compensation and as a part of a regular business, issues or

promulgates analyses or reports concerning securities. The term includes financial

planners and other persons who, as an integral component of other financially related

services, provide the foregoing investment advisory services to others for

compensation and as part of a business or who hold themselves out as providing the

foregoing investment advisory services to others for compensation. The term does not

include:

a. An investment adviser representative.

b. A bank, savings institution, or trust company.

c. A lawyer, accountant, engineer, or teacher whose performance of these services

is solely incidental to the practice of the person's profession.

d. A broker-dealer or its agent whose performance of these services is solely

incidental to the conduct of business as a broker-dealer and who receives no

special compensation for them.

e. A publisher of any bona fide newspaper, news column, newsletter, news

magazine, or business or financial publication or service, whether communicated

in hard copy form, or by electronic means, or otherwise, that does not consist of

the rendering of advice on the basis of the specific investment situation of each

client.

f. A federal covered adviser.

g. A person who is excluded by the Investment Advisers Act of 1940 from the

definition of investment adviser.

h. Such other persons not within the intent of this subsection as the commissioner

may by rule or order designate.

11. a. "Investment adviser representative" means an individual employed by or

associated with an investment adviser or federal covered adviser and who:

(1) Makes any recommendations or otherwise renders advice regarding

securities directly to advisory clients;

(2) Manages the accounts or portfolios of clients;

(3) Determines which recommendations or advice regarding securities should

be given;

(4) Provides investment advice or holds out as providing investment advice,

receives compensation to solicit, offer, or negotiate for the sale of or sells

investment advisory services; or

(5) Immediately supervises employees in the performance of any of the

foregoing.

b. The term does not include an individual who:

(1) Is employed by or associated with a federal covered investment adviser,

unless the individual has a "place of business" in this state, as that term is

defined by the securities and exchange commission pursuant to

section 203A of the Investment Advisers Act of 1940.

(2) Is an agent whose performance of investment advice is solely incidental to

the individual acting as an agent and who does not receive special

compensation for investment advisory services.

(3) Performs only clerical or ministerial acts.

12. "Issuer" means every person who issues or proposes to issue any security, except

that:

a. With respect to certificates of deposit, voting-trust certificates, collateral trust

certificates, or shares in an unincorporated investment trust, issuer means the

person or persons performing the acts and assuming the duties of depositor or

manager pursuant to the provisions of the trust or other agreement or instrument

under which such securities are issued.

b. With respect to equipment trust certificates or like securities serving the same

purpose, issuer means the person by whom the equipment or property is or will

be used or to which the property or equipment is or will be leased or conditionally

sold or that is otherwise contractually responsible for assuring payment of the

certificate.

c. With respect to fractional interests in an oil, gas, or other mineral lease or in

payments out of production under a lease, right, or royalty, issuer means the

owner of any such right or any interest in such lease or in payments out of

production under a lease, right, or royalty, whether whole or fractional, that

creates fractional interests for the purpose of sale.

d. With respect to a fractional or pooled interest in a viatical settlement contract,

issuer means the person who creates, for the purpose of sale, the fractional or

pooled interest. The issuer of a viatical settlement contract that is not

fractionalized or pooled means the person effecting the transactions with the

investors in such contracts.

13. "Offer for sale" or "offer to sell" means every attempt or offer to dispose of, or

solicitation of an order or offer to buy, a security or interest in a security for value.

14. "Person" means an individual, corporation, limited liability company, partnership,

association, joint venture, trust, government, governmental subdivision, agency, or

instrumentality or any other legal or commercial entity.

15. "Place of business" of a broker-dealer, an investment adviser, or a federal covered

investment adviser means:

a. An office at which the broker-dealer, investment adviser, or federal covered

investment adviser regularly provides brokerage or investment advice or solicits,

meets with, or otherwise communicates with customers or clients; or

b. Any other location that is held out to the general public as a location at which the

broker-dealer, investment adviser, or federal covered investment adviser provides

brokerage or investment advice or solicits, meets with, or otherwise

communicates with customers or clients.

16. "Principal place of business" of a broker-dealer or an investment adviser means the

executive office of the broker-dealer or investment adviser from which the officers,

partners, or managers of the broker-dealer or investment adviser direct, control, and

coordinate the activities of the broker-dealer or investment adviser.

17. "Record" except in phrases "of record", "official record", and "public record" means

information that is inscribed on a tangible medium or that is stored in an electronic or

other medium and is retrievable in perceivable form.

18. "Sale" or "sell" means every sale, contract to sell, or disposition of a security or interest

in a security for value, and every contract to make any such sale or disposition. The

term includes:

a. Any security given or delivered with, or as a bonus on account of any purchase of

securities or any other thing, must be conclusively presumed to constitute a part

of the subject of such purchase and to have been sold for value.

b. A sale or offer of a warrant or right to purchase or subscribe to another security of

the same or another issuer and a sale or offer of a security that gives the holder a

present or future right or privilege to convert the security into another security of

the same or another issuer, including an offer of the other security.

19. "Security" means any note; stock; treasury stock; bond; debenture; evidence of

indebtedness; certificate of interest or participation in any profit-sharing agreement;

certificate of interest or participation in an oil, gas, or mining title or lease or in

payments out of production under such a title or lease; collateral trust certificate;

preorganization certificate or subscription; transferable share; investment contract;

viatical or life settlement contract or a fractionalized or pooled interest therein;

program, contract, or other arrangement in which persons invest in a common

enterprise the returns of which depend to any extent upon inducing other persons to

participate or invest in the enterprise; investment of money or money's worth including

goods furnished or services performed in the risk capital of a venture with the

expectation of profit or some other form of benefit to the investor when the investor

has no direct control over the investment or policy decisions of the venture; voting-trust

certificate; certificate of deposit for a security; foreign currency commodity contract, as

used in chapter 51-23; or beneficial interest in title to property, profits, or earnings; or,

in general, any interest or instrument commonly known as a "security"; or any

certificate of interest or participation in, temporary or interim certificate for, receipt for,

guarantee of, or warrant or right to subscribe to or purchase, any of the foregoing.

20. "State" means a state of the United States, the District of Columbia, Puerto Rico, the

United States Virgin Islands, or any territory or insular possession subject to the

jurisdiction of the United States.

21. "Viatical or life settlement contract" means an agreement for the purchase, sale,

assignment, transfer, devise, or bequest of any portion of the death benefit or

ownership of a life insurance policy or certificate, for consideration that is less than the

expected death benefit of the life insurance policy or certificate. "Viatical or life

settlement contract" does not include:

a. The assignment, transfer, sale, devise, or bequest of a death benefit, life

insurance policy, or certificate of insurance by the owner to the provider pursuant

to chapter 26.1-33.4;

b. The assignment of a life insurance policy to a bank or depository institution; or

c. The exercise of accelerated benefits pursuant to the terms of a life insurance

policy issued in accordance with the insurance laws of this state.
N.D. Cent. Code § 10-19.1-136 — ND Code / Title 10 / Chapter 10-19.1 / Section 10-19.1-136
10-19.1-136. Foreign corporation - Issuance of certificate of authority
Status: in_force

10-19.1-136. Foreign corporation - Issuance of certificate of authority

If the secretary of state finds an application for a certificate of authority conforms to law and

all fees have been paid, the secretary 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 corporation or its representative a certificate of authority to transact

business in this state.
N.D. Cent. Code § 10-31-13 — ND Code / Title 10 / Chapter 10-31 / Section 10-31-13
10-31-13. Professional organizations - Annual reports - Renewal
Status: in_force

10-31-13. Professional organizations - Annual reports - Renewal

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

a. Each corporation incorporated under this chapter shall file with the secretary of

state an annual report at the time specified for the filing of the report by chapter

10-19.1 giving the name and residence address of each officer, director, and

shareholder of the corporation at the time of filing of the report. With respect to

shares, the report must include:

(1) A statement of the aggregate number of shares the corporation has

authority to issue, itemized by classes, par value of shares, shares without

par value, and series, if any, within a class;

(2) A statement of the aggregate number of issued shares, itemized by classes,

par value of shares, shares without par value, and series, if any, within a

class; and

(3) If there are minority owners, a statement of the issued shares, itemized by

minority owner and nonminority owner.

b. Except as provided under subsection 4, the report must include a statement that

all directors and shareholders of voting shares who practice in this state are

licensed to render the same specific professional services as those for which the

corporation was incorporated. The report must be:

(1) Made on a form as prescribed and furnished by the secretary of state;

(2) Signed as specified in subsection 2 of section 10-19.1-146; and

(3) Accompanied by the filing fee prescribed in section 10-19.1-147.

c. A copy of the report must be filed at the same time with the regulatory board that

licenses the shareholders providing the corporation's professional service. The

regulatory board may not charge a filing fee.

d. A regulatory board issuing a license under section 10-31-01 shall issue a

certificate required in section 10-31-02. The certificate must be on a form

prescribed and furnished by the secretary of state. The regulatory board may

charge and collect a fee not to exceed twenty dollars per individual certified to be

licensed by the regulating board.

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

a. Each limited liability company organized under this chapter shall file with the

secretary of state an annual report at the time specified for the filing of the report

by chapter 10-32.1 giving the name and residence address of all managers,

governors, and members of the organization at the time of filing of the annual

report.

b. Except as provided under subsection 4, the report must include a statement that

all governors and members holding voting membership interests who practice in

this state are licensed to render the same specific professional services as those

for which the limited liability company was organized. This report must be:

(1) Made on a form as prescribed and furnished by the secretary of state;

(2) Signed as specified in subsection 2 of section 10-32.1-89; and

(3) Accompanied by the filing fee prescribed in section 10-32.1-92.

c. A copy of the report must be filed at the same time with the regulatory board that

licenses the members providing the limited liability company's professional

service. The regulatory board may not charge a filing fee.

d. A regulatory board issuing a license under section 10-31-01 shall issue a

certificate required in section 10-31-02. The certificate must be on a form

prescribed and furnished by the secretary of state. The regulatory board may

charge and collect a fee not to exceed twenty dollars per individual certified to be

licensed by the regulatory board.

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

a. The annual report filed with the secretary of state at the time specified for the

filing of the report by chapter 45-22 must include the name and residence

address of each partner of the organization at the time of filing of the annual

report.

b. Except as provided under subsection 4, the annual report must include a

statement that each partner holding voting partnership interests who practices in

this state is licensed to render the same specific professional services as those

for which the limited liability partnership was registered. The annual report must

be:

(1) Made on a form prescribed and furnished by the secretary of state;

(2) Signed as specified in subsection 2 of section 45-22-21.1; and

(3) Accompanied by the filing fee prescribed in section 45-22-22.

c. A copy of the annual report must be filed at the same time with the regulatory

board that licenses the partners providing the limited liability partnership's

professional service. The regulatory board may not charge a filing fee.

d. A regulatory board issuing a license under section 10-31-01 shall issue a

certificate required in section 10-31-02. The certificate must be on a form

prescribed and furnished by the secretary of state. The regulatory board may

charge and collect a fee not exceeding twenty dollars per individual certified to be

licensed by the regulating board.

4. If the organization has a minority owner, the annual report must include a statement

that:

a. Each nonminority owner who practices in this state is licensed to render the

organization's professional service;

b. Each minority owner provides a service to the organization which is ancillary to

the organization's professional service;

c. Each minority owner does not provide that owner's service to the public through

the organization; and

d. The minority owners do not hold a majority interest in the organization.

5. In order to regulate organizations that have minority ownership, the secretary of state

may collect one thousand dollars for articles of incorporation for a corporation, articles

of organization for a limited liability company, or articles of amendment related to an

organization that has a minority owner. This fee is in addition to the fees provided for

these filings under section 10-19.1-147 or 10-32.1-92. Fees collected by the secretary

of state under this subsection must be deposited in the secretary of state's general

services operating fund.

6. In order to regulate organizations that have ownership that renders more than one

professional service, the secretary of state may collect one thousand dollars for

articles of incorporation for a corporation, articles of organization for a limited liability

company, or articles of amendment related to an organization that has ownership that

renders more than one professional service. This fee is in addition to the fees provided

for these filings under section 10-19.1-147 or 10-32.1-92. Fees collected by the

secretary of state under this subsection must be deposited in the secretary of state's

general services operating fund.
N.D. Cent. Code § 10-33-59 — ND Code / Title 10 / Chapter 10-33 / Section 10-33-59
10-33-59. Transfer of membership
Status: in_force

10-33-59. Transfer of membership

1. Except as provided in the articles or bylaws, a member of a corporation may not

transfer a membership or a right arising from it.

2. When transfer rights have been provided, a restriction on them is not binding with

respect to a member holding a membership issued before the adoption of the

restriction unless the restriction is approved by the members and the affected member.
N.D. Cent. Code § 10-19.1-78 — ND Code / Title 10 / Chapter 10-19.1 / Section 10-19.1-78
10-19.1-78. Voting list
Status: repealed

10-19.1-78. Voting list

Repealed by S.L. 1997, ch. 103, § 248.
N.D. Cent. Code § 10-31-09 — ND Code / Title 10 / Chapter 10-31 / Section 10-31-09
10-31-09. Professional relationship preserved - Liability of owners - Professional regulation
Status: in_force

10-31-09. Professional relationship preserved - Liability of owners - Professional

regulation.

1. This chapter does not modify any law applicable to the relationship between a person

furnishing professional service and a person receiving professional service, including

liability arising out of the professional service, and including the confidential

relationship between the person rendering the professional service and the person

receiving the professional service, if any, and all confidential relationships previously

enjoyed under the laws of this state or hereinafter enacted must remain inviolate.

2. Subject to subsection 1, nothing contained in this section renders an executive, owner,

or employee of a professional organization personally liable in tort for any act in which

that individual has not personally participated or in contract for any contract which that

individual executes on behalf of a professional organization within the limits of that

individual's authority.

3. Nothing in this chapter restricts or limits in any manner the authority and duty of the

regulating boards for the licensing of an individual rendering professional services.

4. No professional organization may do any act that is prohibited to be done by any

individual licensed to practice the profession which the professional organization is

created to render.
N.D. Cent. Code § 10-19.1-126 — ND Code / Title 10 / Chapter 10-19.1 / Section 10-19.1-126
10-19.1-126. Omitted assets
Status: in_force

10-19.1-126. Omitted assets

Title to assets remaining after payment of all debts, obligations, or liabilities and after

distributions to shareholders may be transferred by a court in this state.
N.D. Cent. Code § 10-32.1-79 — ND Code / Title 10 / Chapter 10-32.1 / Section 10-32.1-79
10-32.1-79. Foreign limited liability company - Merger of a foreign limited liability company authorized to transact business in this state
Status: in_force

10-32.1-79. Foreign limited liability company - Merger of a foreign limited liability

company authorized to transact business in this state.

If a foreign limited liability company authorized to transact business in this state is a party to

a statutory merger permitted by the laws of the state or country under which the foreign limited

liability company is organized, and the limited liability company is not the surviving organization,

then 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. Any foreign organization,

which is the surviving organization in a merger and which will continue to transact business in

this state, shall procure a certificate of authority if not previously authorized to transact business

in this state.
N.D. Cent. Code § 10-01.1-09 — ND Code / Title 10 / Chapter 10-01.1 / Section 10-01.1-09
10-01.1-09. Change of name or address by noncommercial registered agent
Status: in_force

10-01.1-09. Change of name or address by noncommercial registered agent

1. If a noncommercial registered agent changes its name or its address as currently in

effect with respect to a represented entity pursuant to subsection 1 of section

10-01.1-05, the agent shall file with the secretary of state, with respect to each entity

represented by the agent, a statement of change signed by or on behalf of the agent

which states:

a. The name of the entity;

b. If the name of the agent has changed, its new name; and

c. If the address of the agent has changed, its new address.

2. A statement of change filed under this section takes effect on filing.

3. A noncommercial registered agent shall promptly furnish the represented entity with

notice in a record of the filing of a statement of change and the changes made by the

filing.
N.D. Cent. Code § 10-19.1-31 — ND Code / Title 10 / Chapter 10-19.1 / Section 10-19.1-31
10-19.1-31. Bylaws
Status: reserved

10-19.1-31. Bylaws

1. A corporation may, but need not, have bylaws. Bylaws may contain any provision

relating to the management or the regulation of the affairs of the corporation not

inconsistent with section 10-19.1-32 or any other provision of law or the articles,

including:

a. The number of directors, and the qualifications, manner of election, powers,

duties, and compensation, if any, of directors;

b. The qualifications of shareholders;

c. Different classes of shares;

d. The manner of admission, withdrawal, suspension, and expulsion of

shareholders;

e. Property, voting, and other rights and privileges of shareholders;

f. The appointment and authority of committees;

g. The appointment or election, duties, compensation, and tenure of officers;

h. The time, place, and manner of calling, conducting, and giving notice of

shareholder, board, and committee meetings, or of conducting mail ballots;

i. The making of reports and financial statements to shareholders; or

j. The number establishing a quorum for meetings of members and the board.

2. Unless reserved by the articles to shareholders with voting rights, initial bylaws may be

adopted by a majority of the incorporators, or by the first board pursuant to section
N.D. Cent. Code § 10-15-53 — ND Code / Title 10 / Chapter 10-15 / Section 10-15-53
10-15-53. Secretary of state - Filing documents - Effective date
Status: in_force

10-15-53. Secretary of state - Filing documents - Effective date

1. A record authorized or required to be filed with the secretary of state under this chapter

must be captioned to describe the purpose of the record, be in a medium permitted by

the secretary of state, and be delivered to the secretary of state. If the filing fees

required by section 10-15-54 have been paid, then, unless the secretary of state

determines that a record does not comply with the filing requirements of this chapter,

the secretary of state shall file the record, and for all records, except annual reports,

send an image of the filed record to the person who filed the record.

2. Upon request and payment of the fee provided in section 10-15-54, the secretary of

state shall send to the requester a certified copy of a requested record.

3. Except as otherwise provided in this chapter, a record filed with the secretary of state

under this chapter may specify a delayed effective date that is no later than ninety

days from the date of filing. If the record does not specify a delayed effective date, a

record filed with the secretary of state is effective on the date the record is filed as

evidenced by the endorsement of the secretary of state of the date on the record.
N.D. Cent. Code § 10-33-133 — ND Code / Title 10 / Chapter 10-33 / Section 10-33-133
10-33-133. Foreign corporation - Certificate of withdrawal
Status: in_force

10-33-133. Foreign corporation - Certificate of withdrawal

1. A foreign corporation authorized to conduct activities 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 corporation 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 10-33-140, which must set forth:

a. The name of the corporation and the state or country under the laws of which it is

incorporated;

b. That the corporation is not conducting activities in this state;

c. That the corporation surrenders its authority to conduct activities 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 corporation was authorized to

conduct activities in this state may thereafter be made on such corporation as

provided in section 10-01.1-13; and

e. A post-office address to which a person may mail a copy of any process against

the corporation.

2. The filing with the secretary of state of a certificate of dissolution, or a certificate of

merger if the corporation is not the surviving organization, from the proper officer of the

state or country under the laws of which the corporation is incorporated constitutes a

valid application of withdrawal and the authority of the corporation to conduct activities

in this state shall cease upon filing of the certificate.
N.D. Cent. Code § 10-04-01 — ND Code / Title 10 / Chapter 10-04 / Section 10-04-01
10-04-01. Title
Status: in_force

10-04-01. Title

This chapter shall be known as the Securities Act of 1951.
N.D. Cent. Code § 10-32.1-91 — ND Code / Title 10 / Chapter 10-32.1 / Section 10-32.1-91
10-32.1-91. Secretary of state - Reinstatement following an involuntary termination or revocation of authority - Appeals
Status: in_force

10-32.1-91. Secretary of state - Reinstatement following an involuntary termination or

revocation of authority - Appeals.

1. With respect to reinstatement following involuntary termination or revocation of

authority:

a. A limited liability company that was terminated for failure to file an annual report,

or a foreign limited liability company whose authority was revoked for failure to file

an annual report, may be reinstated by filing a past-due report, together with the

statutory filing and penalty fees for an annual report and a reinstatement fee as

provided in section 10-32.1-92. The fees must be paid and the report filed within

one year following the involuntary termination or revocation.

b. With respect to a reinstatement which is more than one year after involuntary

termination or revocation:

(1) If the secretary of state terminates a limited liability company or revokes the

certificate of authority to transact business in this state of any foreign limited

liability company, pursuant to the provisions of section 10-32.1-90, then the

limited liability company or foreign limited liability company may appeal to

district court in the judicial district serving Burleigh County for reinstatement

by filing with the clerk of such court a petition, including:

(a) A copy of the articles of organization of the limited liability company

and a copy of the notice of termination given by the secretary of state;

or

(b) A copy of the certificate of authority of the foreign limited liability

company 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 such action as

the court may deem proper.

(2) If the court order sought is one for reinstatement of a limited liability

company that has been terminated as provided in subsection 1 of section

10-32.1-90, or for reinstatement of the certificate of authority of a foreign

limited liability company that has been revoked as provided in subsection 2

of section 10-32.1-90, then, together with any other actions the court deems

proper, any order which reverses the decision of the secretary of state shall

require the limited liability company or foreign limited liability company 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 25 of section 10-32.1-92; and

(c) Pay the reinstatement fee to the secretary of state as provided in

subsection 25 of section 10-32.1-92.

(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 limited liability company to active status:

(1) As of the date of the reinstatement:

(a) In the office of the secretary of state;

(b) As to persons adversely affected by the reinstatement; and

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

(2) As of the date of the involuntary termination or revocation:

(a) Validates contracts or other acts within the authority of the articles,

and the limited liability company is liable for those contracts or acts;

and

(b) Restores to the limited liability company all assets and rights of the

limited liability company and its members to the extent they were held

by the limited liability company 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 limited liability company

shall be pursuant to the North Dakota statute 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 limited liability

company or foreign limited liability company, as the case may be, 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 of the secretary of state.

c. The matter must be tried de novo by the court.

d. The court shall either sustain the action of the secretary of state or direct the

secretary of state to take such 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 § 10-33-48 — ND Code / Title 10 / Chapter 10-33 / Section 10-33-48
10-33-48. Immunity of volunteers
Status: in_force

10-33-48. Immunity of volunteers

1. Any person who, on a volunteer basis, provides services or performs duties on behalf

of a corporation 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:

a. The person who caused the damage or injury was acting in good faith and in the

scope of that person's duties as a volunteer for the corporation.

b. The act or omission did not constitute willful misconduct or gross negligence.

2. This section does not grant immunity to any person causing damage as the result of

the negligent operation of a motor vehicle.
N.D. Cent. Code § 10-19.1-24 — ND Code / Title 10 / Chapter 10-19.1 / Section 10-19.1-24
10-19.1-24. Effective date of articles of amendment
Status: in_force

10-19.1-24. Effective date of articles of amendment

The articles of amendment are effective upon acceptance by the secretary of state or at

another time within thirty days after acceptance if the articles of amendment so provide.
N.D. Cent. Code § 10-32.1-35 — ND Code / Title 10 / Chapter 10-32.1 / Section 10-32.1-35
10-32.1-35. Proper plaintiff
Status: in_force

10-32.1-35. Proper plaintiff

1. Except as otherwise provided in subsection 2, a derivative action under section

10-32.1-34 may be maintained only by a person that is a member at the time the

action is commenced and remains a member while the action continues.

2. If the sole plaintiff in a derivative action dies while the action is pending, then the court

may permit another member of the limited liability company to be substituted as

plaintiff.
N.D. Cent. Code § 10-32.1-73 — ND Code / Title 10 / Chapter 10-32.1 / Section 10-32.1-73
10-32.1-73. Foreign limited liability company - Name
Status: in_force

10-32.1-73. Foreign limited liability company - Name

A foreign limited liability company may apply for a certificate of authority under any name

that would be available to a domestic limited liability company, whether or not the name is the

name under which it is authorized in its jurisdiction of organization. A trade name must be

registered as provided in chapter 47-25 when applying for the certificate of authority under a

name other than the name as authorized in the jurisdiction of origin.
N.D. Cent. Code § 10-06.1-16 — ND Code / Title 10 / Chapter 10-06.1 / Section 10-06.1-16
10-06.1-16. Share and membership interest transfer records
Status: in_force

10-06.1-16. Share and membership interest transfer records

1. a. Every corporation owning or leasing farmland or ranchland or engaged in the

business of farming or ranching shall keep a record of transfers of shares or

transfers of interests in the corporation.

b. Every limited liability company owning or leasing farmland or ranchland or

engaged in the business of farming or ranching shall keep a record of transfers of

membership interests in the limited liability company.

2. a. If a corporation, the corporation's secretary shall cause to be recorded in the

record all transfers of shares or transfers of interests among and between the

corporation and its respective shareholders or holders of interest.

b. If a limited liability company, the limited liability company's secretary shall cause

to be recorded in the record all transfers of membership interests among and

between the limited liability company and its respective members.

3. The record must contain at least the following: the names of the transferor and

transferee, their relationship, the date of the transfer and, if a corporation, the number

of shares or the percentage of interests transferred or, if a limited liability company, the

number or percentage of membership interests transferred.
N.D. Cent. Code § 10-33-116 — ND Code / Title 10 / Chapter 10-33 / Section 10-33-116
10-33-116. Right to sue or defend after dissolution
Status: in_force

10-33-116. Right to sue or defend after dissolution

After a corporation has been dissolved, any of its former officers, directors, or members with

voting rights may assert or defend, in the name of the corporation, any claim by or against the

corporation.
N.D. Cent. Code § 10-32.1-43 — ND Code / Title 10 / Chapter 10-32.1 / Section 10-32.1-43
10-32.1-43. Nature of a transferable interest
Status: in_force

10-32.1-43. Nature of a transferable interest

A transferable interest is personal property.
N.D. Cent. Code § 10-13-01 — ND Code / Title 10 / Chapter 10-13 / Section 10-13-01
10-13-01. Purposes of electric cooperatives
Status: in_force

10-13-01. Purposes of electric cooperatives

A cooperative may be organized and operated as an electric cooperative under the general

law governing cooperatives and this chapter for the purpose of engaging in rural electrification

by any one or more of the following methods:

1. The furnishing of electric energy to persons in rural areas who are not receiving central

station service.

2. The furnishing of assistance in the wiring of the premises of persons in rural areas or

in the acquisition, supply, or installation of electrical or plumbing equipment therein.

3. The furnishing of electrical energy, wiring facilities, electrical or plumbing equipment, or

services to any other corporation, limited liability company, or cooperative organized

under this chapter or to the members thereof.

4. The operation and maintenance of electrical cold storage and electrical processing

plants.

5. The establishment and operation by itself or with any one or more electric

cooperatives of an electric generation or transmission cooperative for the purpose of

providing electric energy to other cooperatives, public utilities, municipalities, or any

department or agency of the state or federal government.
N.D. Cent. Code § 10-06.1-17 — ND Code / Title 10 / Chapter 10-06.1 / Section 10-06.1-17
10-06.1-17. Annual report - Farming or ranching corporations and farming or ranching limited liability companies - Contents - Filing requirements
Status: in_force

10-06.1-17. Annual report - Farming or ranching corporations and farming or ranching

limited liability companies - Contents - Filing requirements.

1. Except for the first annual report, the annual report of a farming or ranching

corporation or a farming or ranching limited liability company engaged in the business

of farming or ranching must be delivered to the secretary of state before April sixteenth

of each year. The first annual report must be delivered before April sixteenth in the

year following the calendar year of the effective date of the articles of incorporation,

articles of organization, or certificate of authority.

2. The annual report must be signed as provided in subsection 58 of section 10-19.1-01 if

a farming or ranching corporation and subsection 49 of section 10-32.1-02 if a farming

or ranching limited liability company, and submitted on a form prescribed by the

secretary of state. If the corporation or limited liability company is in the hands of a

receiver or trustee, the annual report must be signed on behalf of the corporation or

limited liability company by the receiver or trustee.

3. An annual report of the farming or ranching corporation or the farming or ranching

limited liability company must include the following information with respect to the

preceding calendar year:

a. The name of the farming or ranching corporation or farming or ranching limited

liability company.

b. The name of the registered agent of the farming or ranching corporation or

farming or ranching limited liability company as provided in chapter 10-01.1 and,

if a noncommercial registered agent, the address of the registered office of the

corporation or limited liability company in this state.

c. With respect to each farming or ranching corporation:

(1) A statement of the aggregate number of shares the corporation has

authority to issue, itemized by classes, par value of shares, shares without

par value, and series, if any, within a class.

(2) A statement of the aggregate number of issued shares, itemized by classes,

par value of shares, shares without par value, and series, if any, within a

class.

d. With respect to each farming or ranching limited liability company:

(1) A statement of the aggregate number of membership interests the limited

liability company has authority to issue, itemized as designated under the

operating agreement.

(2) A statement of the aggregate number of issued membership interests,

itemized as designated under the operating agreement.

e. With respect to each shareholder or member:

(1) The name and address of each, including the names and addresses and

relationships of beneficiaries of trusts and estates which own shares or

membership interests;

(2) The number of shares or membership interests or percentage of shares or

membership interests owned by each;

(3) The relationship of each; and

(4) A statement of whether each is a citizen or permanent resident alien of the

United States.

f. With respect to management:

(1) If a farming or ranching corporation, the name and address of each officer

and member of the board of directors, and a statement of whether each is a

shareholder actively engaged in operating the farm or ranch; or

(2) If a farming or ranching limited liability company, the name and address of

each manager, member of the board of governors, and member authorized

under a statement of authority, and a statement of whether each is a

member actively engaged in operating the farm or ranch.

g. A statement providing the land description and listing the acreage [hectarage] and

location listed by section, township, range, and county of all farmland or

ranchland owned or leased by the farming or ranching corporation or farming or

ranching limited liability company. The statement must also designate which, if

any, of the acreage [hectarage] is leased from or jointly owned with any

shareholder or member and list the name of the shareholder or member with that

acreage [hectarage].

h. A statement of the percentage of the annual average gross income of the farming

or ranching corporation or farming or ranching limited liability company which has

been derived from engaging in the business of farming or ranching over the

previous five years or for each year of existence if less than five years.

i. A statement of the percentage of gross income of the farming or ranching

corporation or farming or ranching limited liability company derived from nonfarm

rent, nonfarm royalties, dividends, interest, and annuities during the period

covered by the report.

4. A farming or ranching corporation engaged in the business of farming or ranching

which fails to file an annual report is subject to the penalties for failure to file an annual

report as provided in chapter 10-19.1, except that the penalties must be calculated

from the date of the report required under this section.

5. A farming or ranching limited liability company engaged in the business of farming or

ranching which fails to file an annual report is subject to the penalties for failure to file

an annual report as provided in chapter 10-32.1, except that the penalties must be

calculated from the date of the report required under this section.
N.D. Cent. Code § 10-19.1-74 — ND Code / Title 10 / Chapter 10-19.1 / Section 10-19.1-74
10-19.1-74. Act of the shareholders
Status: in_force

10-19.1-74. Act of the shareholders

1. Unless this chapter or the articles require a greater vote or voting by class and except

for the election of directors which is governed by section 10-19.1-39, the shareholders

shall take action by the affirmative vote of the holders of the greater of:

a. A majority of the voting power of the shares present and entitled to vote on that

item of business; or

b. A majority of the voting power of the minimum number of shares entitled to vote

that would constitute a quorum for the transaction of business at the meeting.

If the articles require a larger proportion or number than is required by this chapter for

a particular action, then the articles control.

2. In any case when a class or series of shares is entitled by this chapter, the articles of

incorporation, or the terms of the shares to vote as a class or series, the matter being

voted upon must also receive the affirmative vote of the owners of the same proportion

of the shares as is required as provided in subsection 1, unless the articles of

incorporation require a larger proportion. Unless otherwise stated in the articles or the

bylaws in the case of voting as a class or series, the minimum percentage of the total

voting power of shares of the class or series that must be present is equal to the

minimum percentage of all shares entitled to vote required to be present under section

10-19.1-76.

3. Unless otherwise provided in the articles or bylaws, shareholders may take action at a

meeting by:

a. Voice or ballot;

b. Action without a meeting pursuant to section 10-19.1-75;

c. Ballot pursuant to section 10-19.1-75.1; or

d. Remote communication pursuant to section 10-19.1-75.2.
N.D. Cent. Code § 10-04-10.1 — ND Code / Title 10 / Chapter 10-04 / Section 10-04-10.1
10-04-10.1. Advisory activities
Status: in_force

10-04-10.1. Advisory activities

1. It is unlawful for any person who receives, directly or indirectly, any consideration from

another person for advising the other person as to the value of securities or their

purchase or sale, whether through the issuance of analyses or reports or otherwise:

a. To employ any device, scheme, or artifice to defraud the other person; or

b. To engage in any act, practice, or course of business which operates or would

operate as a fraud or deceit upon the other person.

2. It is unlawful for any person, in the solicitation of a client for investment advisory

services, to make any false or misleading statement of material fact, or to fail to

disclose a material fact.

3. It is unlawful for any person who provides investment advisory services subject to the

provisions of this chapter to knowingly sell any security to or purchase any security

from a client while acting for the person's own account or as a broker for another client

unless the person first makes a written disclosure to the client of the capacity in which

the person is acting and obtains the client's written consent to the transaction.

4. It is unlawful for any person who provides investment advisory services subject to the

provisions of this chapter to engage in dishonest or unethical practices as the

commissioner may define by rule.

5. It is unlawful for any investment adviser to enter, extend, or renew any investment

advisory contract unless the investment advisory contract provides in writing that:

a. The investment adviser may not be compensated on the basis of a share of

capital gains, earnings, or capital appreciation of the funds or any portion of the

funds of the client. This subdivision does not prohibit an investment advisory

contract that provides for compensation based on the total value of a fund

determined as of a definite date or averaged as of definite dates or over a definite

period. This subdivision does not prohibit an investment advisory contract that

provides for performance fees permitted and determined in accordance with

section 205 of the Investment Advisers Act of 1940 [Pub. L. 768; 54 Stat. 852;

15 U.S.C. 80b-5] and the rules adopted thereunder.

b. An assignment of the investment advisory contract may not be made by the

investment adviser unless the investment adviser notifies the client of the

intended assignment and obtains the prior written consent of the client.

c. The investment adviser shall provide written notice to the client within fifteen days

of any change of ownership in excess of five percent.

d. The investment adviser shall provide written notice to the client within fifteen days

of a change of controlling interest of the investment adviser. The client may

terminate the investment advisory contract without penalty by providing a written

notice to the investment adviser within thirty days after the client's receipt of the

notice of change of controlling interest.

6. Client securities or funds must be maintained by a qualified custodian. It is unlawful for

any investment adviser to take or have custody of any securities or funds of any client

unless the investment adviser acts as a fiduciary pursuant to duties as an executor,

guardian, conservator, receiver, or trustee.

7. "Custody" means holding directly or indirectly, client funds or securities, or having any

authority to obtain possession or having the ability to appropriate funds or securities.

The investment adviser has custody if a related person holds, directly or indirectly,

client funds or securities, or has any authority to obtain possession of funds or

securities, in connection with advisory services the investment adviser provides to

clients.

a. Custody includes:

(1) Possession of client funds or securities unless the investment adviser

receives the funds or securities inadvertently and returns the funds or

securities to the sender within three business days of receiving the funds or

securities and the investment adviser maintains the records required under

section 10-04-10.3.

(2) Any arrangement, including a general power of attorney, under which the

investment adviser is authorized or permitted to withdraw client funds or

securities maintained with a custodian upon the investment adviser's

instruction to the custodian; and

(3) Any capacity, such as general partner of a limited partnership, managing

member of a limited liability company or a comparable position or another

type of pooled investment vehicle, or trustee of a trust, that gives the

investment adviser or its supervised person legal ownership of or access to

client funds or securities.

b. Receipt of checks drawn by clients and made payable to third parties does not

meet the definition of custody if forwarded to the third party within three business

days of receipt and the investment adviser maintains the records required under

section 10-04-10.3.

8. "Qualified custodian" means the following:

a. A depository institution;

b. A broker-dealer registered in this jurisdiction and with the securities and

exchange commission holding the client assets in customer accounts;

c. A registered futures commission merchant registered under section 4f(a) of the

Commodity Exchange Act [7 U.S.C. 1 et seq.], holding the client assets in

customer accounts, but only with respect to client funds and security futures, or

other securities incidental to transactions in contracts for the purchase or sale of

a commodity for future delivery and options; and

d. A foreign financial institution that customarily holds financial assets for its

customers, provided that the foreign financial institution keeps the advisory

clients' assets in customer accounts segregated from its proprietary assets.
N.D. Cent. Code § 10-19.1-44 — ND Code / Title 10 / Chapter 10-19.1 / Section 10-19.1-44
10-19.1-44. Absent directors
Status: in_force

10-19.1-44. Absent directors

If the articles or bylaws so provide, a director may give advance written consent or

opposition to a proposal to be acted on at a board meeting. If the director is not present at the

meeting, consent or opposition to a proposal does not constitute presence for purposes of

determining the existence of a quorum, but consent or opposition must be counted as the vote

of a director present at the meeting in favor of or against the proposal and must be entered in

the minutes or other record of action at the meeting, if the proposal acted on at the meeting is

substantially the same or has substantially the same effect as the proposal to which the director

has consented or objected.
N.D. Cent. Code § 10-31-05 — ND Code / Title 10 / Chapter 10-31 / Section 10-31-05
10-31-05. Name
Status: in_force

10-31-05. Name

1. The name of a professional organization:

a. In the form of a corporation incorporated under this chapter must contain:

(1) The word "chartered";

(2) The word "limited" or the abbreviation "Ltd.";

(3) The words "professional corporation" or either the abbreviation "P.C." or the

abbreviation "PC", either of which may be used interchangeably for all

purposes authorized by this chapter, including real estate matters, contracts,

and filings with the secretary of state; or

(4) The words "professional association" or either the abbreviation "P.A." or the

abbreviation "PA", either of which may be used interchangeably for all

purposes authorized by this chapter, including real estate matters, contracts,

and filings with the secretary of state.

b. In the form of a limited liability company organized under this chapter must

contain:

(1) The words "professional limited liability company" or "limited liability

company";

(2) The abbreviations:

(a) "P.L.C." or "PLC", either of which may be used interchangeably for all

purposes authorized by this chapter, including real estate matters,

contracts, and filings with the secretary of state;

(b) "P.L.L.C." or "PLLC", either of which may be used interchangeably for

all purposes authorized by this chapter, including real estate matters,

contracts, and filings with the secretary of state; or

(c) "L.L.C." or "LLC", either of which may be used interchangeably for all

purposes authorized by this chapter, including real estate matters,

contracts, and filings with the secretary of state.

c. In the form of a limited liability partnership registered under this chapter shall

contain:

(1) The words "professional limited liability partnership"; or

(2) The abbreviations:

(a) "P.L.L.P." or "PLLP", either of which may be used interchangeably for

all purposes authorized by this chapter, including real estate matters,

contracts, and filings with the secretary of state; or

(b) "L.L.P." or "LLP", either of which may be used interchangeably for all

purposes authorized by this chapter, including real estate matters,

contracts, and filings with the secretary of state.

2. The use of any other word, abbreviation, affix, or prefix indicating that it is a

corporation, limited liability company, or limited liability partnership in the name of an

organization created under this chapter, other than the words and abbreviations set

forth in subsection 1, is prohibited.
N.D. Cent. Code § 10-33-66 — ND Code / Title 10 / Chapter 10-33 / Section 10-33-66
10-33-66. Special meetings of voting members
Status: in_force

10-33-66. Special meetings of voting members

1. A corporation with voting members shall hold a special meeting of members:

a. On call of its board or persons authorized to do so by the articles or bylaws; or

b. If at least fifty members with voting rights or ten percent of the members with

voting rights, whichever is less, sign, date, and deliver to the president or the

secretary one or more written demands for the meeting describing the purpose

for which it is to be held.

2. Within thirty days after receipt of a demand for a special meeting from voting

members, the board shall cause a special meeting to be called and held on notice no

later than ninety days after receipt of the demand. If the board fails to cause a special

meeting to be called and held as required by this subsection, a voting member making

the demand may call the meeting by giving notice pursuant to section 10-33-68. All

necessary expenses of the notice and meeting shall be paid by the corporation.

3. Special meetings of members may be held in or out of this state at the place stated in

or fixed in accordance with the articles, bylaws, or by the president or the board. If a

special meeting is demanded by the members, the meeting must be held in the county

where the principal executive office of the corporation is located. To the extent

authorized in the articles or bylaws, the board may determine that a special meeting of

the members shall be held solely by means of remote communication in accordance

with subsection 2 of section 10-33-75.

4. The notice of a special meeting must contain a statement of the purposes of the

meeting and may contain other information required by the articles or bylaws or

considered necessary or desirable by the board or by another person calling the

meeting.

a. The business transacted at a special meeting is limited to the purposes stated

within the notice of the meeting.

b. Business transacted at a special meeting that is not included in those stated

purposes is voidable by or on behalf of the corporation, unless all of the members

with voting rights have waived notice of the meeting pursuant to section 10-33-68.
N.D. Cent. Code § 10-33-58 — ND Code / Title 10 / Chapter 10-33 / Section 10-33-58
10-33-58. Membership certificates
Status: in_force

10-33-58. Membership certificates

A corporation may issue certificates showing membership in the corporation. In lieu of a

membership certificate, a corporation may issue preferred or common shares. Shares may be

issued upon the terms and conditions that the board considers appropriate.
N.D. Cent. Code § 10-31-07 — ND Code / Title 10 / Chapter 10-31 / Section 10-31-07
10-31-07. Issuance and transfer of shares
Status: in_force

10-31-07. Issuance and transfer of shares

A professional organization in the form of a corporation may issue its shares only to persons

who are licensed to render the same specific professional services as those for which the

corporation was incorporated or as provided by section 10-31-07.1. A shareholder may

voluntarily transfer shares in a professional corporation only to a person owning or eligible to

own the same type of shares as the person making the transfer. The issuance of any shares in

violation of this section is void. The voluntary transfer of any shares in violation of this section is

void. No share may be transferred upon the books of the professional corporation or issued by

the professional corporation until there is presented to and filed with the corporation a certificate

from the regulating board stating that the person to whom the transfer is to be made or the

share issued is licensed to render the same specific professional services as those for which the

corporation was incorporated.
N.D. Cent. Code § 10-33-08 — ND Code / Title 10 / Chapter 10-33 / Section 10-33-08
10-33-08. Filing of articles of incorporation
Status: in_force

10-33-08. Filing of articles of incorporation

An original of the articles of incorporation must be filed with the secretary of state. If the

secretary of state finds that the articles of incorporation conform and all fees have been paid

under section 10-33-140, the secretary of state shall issue a certificate of incorporation to the

incorporators or their representative.
N.D. Cent. Code § 10-32.1-97 — ND Code / Title 10 / Chapter 10-32.1 / Section 10-32.1-97
10-32.1-97. Attorney general - State interested in a proceeding
Status: in_force

10-32.1-97. Attorney general - State interested in a proceeding

If it appears at any stage of a proceeding in a court in this state that the state is, or is likely

to be, interested in the proceeding or that it is a matter of general public interest, then the court

shall order that a copy of the complaint or petition be served upon the attorney general in the

same manner prescribed for serving a summons in a civil action. The attorney general shall

intervene in a proceeding when the attorney general determines that the public interest requires

it, whether or not the attorney general has been served.
N.D. Cent. Code § 10-32.1-01 — ND Code / Title 10 / Chapter 10-32.1 / Section 10-32.1-01
10-32.1-01. Citation
Status: in_force

10-32.1-01. Citation

This chapter may be cited as the "North Dakota Uniform Limited Liability Company Act".
N.D. Cent. Code § 10-19.1-114 — ND Code / Title 10 / Chapter 10-19.1 / Section 10-19.1-114
10-19.1-114. Supervised voluntary dissolution
Status: in_force

10-19.1-114. Supervised voluntary dissolution

After the notice of intent to dissolve has been filed with the secretary of state and before a

certificate of dissolution has been issued, the corporation, or for good cause shown, a

shareholder or creditor may apply to a court within the county in which the principal executed

office or the registered office of the corporation is situated to have the dissolution conducted or

continued under the supervision of the court as provided in sections 10-19.1-115 through

10-19.1-124.
N.D. Cent. Code § 10-12-03 — ND Code / Title 10 / Chapter 10-12 / Section 10-12-03
10-12-03. Personal property of rural rehabilitation corporation exempt from taxation - Real property taxable
Status: repealed

10-12-03. Personal property of rural rehabilitation corporation exempt from taxation -

Real property taxable.

Repealed by S.L. 1983, ch. 595, § 3.
N.D. Cent. Code § 10-32.1-100 — ND Code / Title 10 / Chapter 10-32.1 / Section 10-32.1-100
10-32.1-100. Relation to Electronic Signatures in Global and National Commerce Act
Status: in_force

10-32.1-100. Relation to Electronic Signatures in Global and National Commerce Act

This chapter modifies, limits, and supersedes the federal Electronic Signatures in Global

and National Commerce Act, United States Code, title 15, section 7001 et seq., but does not

modify, limit, or supersede section 101(c) of that Act, United States Code, title 15, section

7001(c), or authorize electronic delivery of any of the notices described in section 103(b) of that

Act, United States Code, title 15, section 7003(b).
N.D. Cent. Code § 10-33-76 — ND Code / Title 10 / Chapter 10-33 / Section 10-33-76
10-33-76. Quorum of members
Status: in_force

10-33-76. Quorum of members

1. Unless otherwise provided by the articles or bylaws, a quorum for a meeting of

members is ten percent of the members entitled to vote at the meeting.

2. Except as provided in subdivision b, a quorum is necessary for the transaction of

business at a meeting of members.

a. If a quorum is not present, a meeting may be adjourned from time to time for that

reason.

b. If a quorum has been present at a meeting and members have withdrawn from

the meeting so that less than a quorum remains, the members still present may

continue to transact business until adjournment.