1. Each limited liability company, and each foreign limited liability company authorized to transact business in this state, shall file, within the time provided by subsection 3, an annual report setting forth: a. The name of the limited liability company or foreign limited liability company and the state or country under the laws of which it is organized. b. The address of the registered office of the limited liability company or foreign limited liability company 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 business in which the limited liability company or foreign limited liability company is actually engaged in this state. d. The names and respective addresses of the managers and governors of the limited liability company or foreign limited liability company or the name or names and respective address or addresses of the managing member or members of the limited liability company or foreign limited liability company. 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 49 of section 10-32.1-02, the articles, the bylaws, or a resolution approved by the affirmative vote of the required
proportion or number of the governors or members entitled to vote. If the limited liability company or foreign limited liability company is in the hands of a receiver or trustee, then the annual report must be signed on behalf of the limited liability company or foreign limited liability company by the receiver or trustee. The secretary of state may destroy any annual report provided for in this section after the annual report is on file for six years. 3. Except for the first annual report, the annual report of a limited liability company or foreign limited liability company must be delivered to the secretary of state before November sixteenth of each year. The first annual report of a limited liability company must be delivered before November sixteenth in the year following the calendar year of the effective date stated in the articles of organization, and the first annual report of a foreign limited liability company must be delivered before November sixteenth 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 subsections 1 and 2. a. If the report does not conform, then it must be returned to the limited liability company or foreign limited liability company for any necessary corrections. b. If the report is filed before the deadlines provided in this subsection, then 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 subsections 1 and 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 limited liability company or foreign limited liability company failing to file its annual report that its certificate of organization or certificate of authority is not in good standing and that it may be terminated or revoked pursuant to section 10-32.1-90. 5. A limited liability company that was terminated for failure to file an annual report, or a foreign limited liability company whose authority was forfeited by failure to file an annual report, may be reinstated pursuant to section 10-32.1-91.
10-32.1-90. Secretary of state - Involuntary termination - Revocation of certificate of authority. 1. With respect to the involuntary termination of a limited liability company by the secretary of state: a. A limited liability company may be involuntarily terminated by the secretary of state if: (1) The limited liability company has failed to: (a) File with the secretary of state its annual report or any other record required to be filed with the secretary of state under this chapter together with the fees provided in section 10-32.1-92; (b) Appoint and maintain a registered agent and registered office as provided in chapter 10-01.1. (2) A misrepresentation has been made of any material matter in any application, report, affidavit, or other record submitted by the limited liability company pursuant to this chapter. b. A limited liability company that fails to file its annual report, together with the fees provided in section 10-32.1-92, within six months after the date established in subsection 3 of section 10-32.1-89 ceases to exist and is considered involuntarily terminated by operation of law. (1) The secretary of state shall note the termination of the certificate of organization of the limited liability company on the records of the secretary of state and shall give notice of the action to the terminated limited liability company. (2) Notice by the secretary of state must be mailed to the last registered agent of the limited liability company at the last registered office in this state or, if
the limited liability company fails to appoint and maintain a registered agent in this state, then mailed to the principal executive office. (3) The decision of the secretary of state that the limited liability company has been involuntarily terminated under this subsection is final. (4) A limited liability company that was terminated for failure to file an annual report may be reinstated as provided in subsection 1 of section 10-32.1-91 and may appeal as provided in subsection 2 of section 10-32.1-91. c. Except for termination of a limited liability company for failure to file the annual report as provided in section 10-32.1-89, no limited liability company may be terminated by the secretary of state unless: (1) The secretary of state has given the limited liability company not less that sixty days notice by mail addressed to the registered agent at the registered office in this state or, if the limited liability company fails to appoint and maintain a registered agent in this state, then addressed to its principal executive office; and (2) During the sixty-day period, the limited liability company has failed to: (a) File the report of change as provided in chapter 10-01.1 regarding the registered office or the registered agent; (b) File any other required record; or (c) Correct the misrepresentation. d. Upon the expiration of sixty days after the mailing of the notice, the existence of the limited liability company is terminated. The secretary of state shall issue a notice of termination and shall mail the notice to the registered agent at the registered office in this state, or, if the limited liability company failed to appoint and maintain a registered agent or a registered office in this state, then addressed to the principal executive office of the limited liability company. 2. With respect to the revocation of a certificate of authority of a foreign limited liability company by the secretary of state: a. The certificate of authority of a foreign limited liability company to transact business in this state may be revoked by the secretary of state if: (1) The foreign limited liability company has failed to: (a) File with the secretary of state its annual report or any other record required to be filed with the secretary of state under this chapter together with the fees provided in section 10-32.1-77; (b) Appoint and maintain a registered agent and registered office as provided in chapter 10-01.1; (c) File with the secretary of state any amendment to its application for a certificate of authority as provided in section 10-32.1-77; (d) File with the secretary of state any merger as provided in section 10-32.1-79; or (e) File with the secretary of state an application for certificate of withdrawal of its authority as provided in section 10-32.1-81 when the existence of the limited liability company has expired or the limited liability company has been dissolved or terminated in the jurisdiction of the organization; or (2) A misrepresentation has been made of any material matter in any application, report, affidavit, or other record submitted by the foreign limited liability company pursuant to this chapter. b. A foreign limited liability company that fails to file its annual report together with the fees provided in section 10-32.1-92, within six months after the date established by subsection 3 of section 10-32.1-89, forfeits the authority to transact business in this state and its certificate of authority is considered revoked by operation of law. (1) The secretary of state shall note the revocation of the certificate of authority of the foreign limited liability company on the records of the secretary of
state and shall give notice of the action to the foreign limited liability company. (2) Notice by the secretary of state must be mailed to the last registered agent of the foreign limited liability company at its last registered office in this state or, if the foreign limited liability company fails to appoint and maintain a registered agent in this state, then mailed to its principal executive office. (3) The decision of the secretary of state that a certificate of authority must be revoked under this subsection is final. (4) A foreign limited liability company whose authority was forfeited by, and whose certificate of authority was revoked by the secretary of state for, failure to file an annual report may be reinstated as provided in subsection 1 of section 10-32.1-91 and may appeal as provided in subsection 2 of section 10-32.1-91. c. Except for revocation of the certificate of authority for failure to file the annual report as provided in section 10-32.1-89, no certificate of authority of a foreign limited liability company may be revoked by the secretary of state unless: (1) The secretary of state has given the foreign limited liability company not less than sixty days notice by mail addressed to its registered agent at the registered office in this state or, if the foreign limited liability company fails to appoint and maintain a registered agent in this state, then addressed to the principal office; and (2) During the sixty-day period, the foreign limited liability company has failed to: (a) File the report of change as provided in chapter 10-01.1 regarding the registered office or registered agent; (b) File any merger; (c) File an application for withdrawal; (d) File any other required record; or (e) Correct the misrepresentation. d. Upon the expiration of sixty days after the mailing of the notice, the authority of the foreign limited liability company to transact business in this state ceases. The secretary of state shall issue a notice of revocation and shall mail the notice to the registered agent at the registered office in this state, or, if the foreign limited liability company failed to appoint and maintain a registered agent or a registered office in this state, then addressed to the principal executive office of the foreign limited liability company.
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.