Title 10 — Corporations
47 chapters · 661 sections in this title.
N.D.C.C. § 10-15-47 Liquidation under court supervision
2.2K chars
1. The district court of the county where the principal office or registered agent of the cooperative is located may liquidate the assets and business of such cooperative when an action for that purpose is filed by or on behalf of: a. A majority of the designated committee or dir…
N.D.C.C. § 10-15-48 Property omitted from final distribution
0.7K chars
1. Upon filing the articles or decree of dissolution, title to any property omitted from the final distribution vests in the surviving directors or committee members who signed the articles, as trustees. They have all the powers of the cooperative with respect to such property an…
N.D.C.C. § 10-15-49 Amounts due unknown persons
0.3K chars
Upon liquidation of a cooperative, the assets distributable to persons who are unknown or cannot be found may be reduced to cash and transferred to the commissioner of university and school lands and shall be treated as abandoned and unclaimed property under the escheat and aband…
N.D.C.C. § 10-15-50 Survival of remedy after dissolution
0.4K chars
Except as provided in section 10-15-47, the dissolution of a cooperative does not impair any remedy available to or against such cooperative, its directors, stockholders, or members for any claim existing or any liability incurred prior to such dissolution if a proceeding thereon…
N.D.C.C. § 10-15-51 Admission of foreign cooperatives
1.4K chars
A foreign cooperative is authorized to do business in this state when the secretary of state issues a certificate of authority. In order to procure such certificate, the foreign cooperative shall make application therefor to the secretary of state and file with a certificate of g…
N.D.C.C. § 10-15-51.1 Foreign cooperative - Name
0.4K chars
A foreign cooperative may apply for a certificate of authority under any name that would be available to a domestic cooperative, whether the name is the name under which it is authorized in its jurisdiction of origin. A trade name must be registered as provided in chapter 47-25 w…
N.D.C.C. § 10-15-52 Foreign cooperative authority
0.8K chars
Upon issuance of the secretary of state's certificate of authority, a foreign cooperative is entitled to all rights, exemptions, and privileges of a cooperative organized for the same purposes under the laws of this state. 10-15-52.1. Merger of foreign cooperative authorized to t…
N.D.C.C. § 10-15-52.2 Amendment to articles of association of foreign cooperatives
0.0K chars
Repealed by S.L. 1993, ch. 88, § 10.
N.D.C.C. § 10-15-52.3 Amended certificate of authority
1.2K chars
A foreign cooperative authorized to transact business in this state must procure an amended certificate of authority if it changes its cooperative name or desires to pursue in this state purposes other than those set forth in its prior application for a certificate of authority b…
N.D.C.C. § 10-15-52.4 Withdrawal of foreign cooperative
1.6K chars
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 …
N.D.C.C. § 10-15-52.5 Filing of application for withdrawal for foreign cooperatives
0.6K chars
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 …
N.D.C.C. § 10-15-52.6 Change of registered office or registered agent of foreign cooperative
0.2K chars
As provided in section 10-01.1-11: 1. A foreign cooperative authorized to transact business in this state may change its registered office, its registered agent, or both; and 2. A registered agent of a foreign cooperative may resign.
N.D.C.C. § 10-15-52.7 Foreign cooperative - Revocation of certificate of authority
2.4K chars
1. The certificate of authority of a foreign cooperative to transact business in this state may be revoked by the secretary of state if: a. The foreign cooperative has failed to: (1) Appoint and maintain a registered agent, and if a noncommercial registered agent, then the regist…
N.D.C.C. § 10-15-53 Secretary of state - Filing documents - Effective date
1.2K chars
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 se…
N.D.C.C. § 10-15-53.1 Secretary of state - Annual report to the secretary of state
14.2K chars
1. A cooperative and a foreign cooperative shall file an annual report signed by a principal officer or the general manager setting forth: a. Its name and complete address of its principal place of business. b. The names and addresses of its directors and principal officers. c. I…
N.D.C.C. § 10-15-54 Fees
2.7K chars
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 f…
N.D.C.C. § 10-15-55 Defense of ultra vires
0.6K chars
No act and no transfer of property to or by a cooperative is invalid because made in excess of the cooperative's power, except that such lack of power may be asserted in a proceeding by: 1. A member, stockholder, or director against the cooperative to enjoin any act or any transf…
N.D.C.C. § 10-15-56 Member or stockholder derivative actions
1.9K chars
1. No action may be instituted or maintained in the right of any association by a member or stockholder unless the member or stockholder: a. Alleges in a complaint that the person was a member or registered stockholder when any part of the transaction of which the person complain…
N.D.C.C. § 10-15-57 Forms to be furnished by secretary of state
0.1K chars
The secretary of state may provide forms for any document to be filed in the secretary of state's office under this chapter.
N.D.C.C. § 10-15-57.1 Correcting a filed record
2.6K chars
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…
N.D.C.C. § 10-15-58 Use of term cooperative - Penalty for improper use
0.6K chars
1. The term "cooperative", or any variation thereof, may be used either by any association organized under this chapter or under other laws of this state relating to cooperative corporations. 2. No other person may use the term "cooperative", or any variation thereof, as part of …
N.D.C.C. § 10-15-59 Associations not in restraint of trade
0.4K chars
No association organized under this chapter shall be deemed to be a combination in restraint of trade or an illegal monopoly, or an attempt to lessen competition or fix prices arbitrarily. The marketing contracts or agreements between any such association and its members, or any …
N.D.C.C. § 10-15-60 Application of chapter
0.4K chars
All foreign and domestic cooperatives are governed by the provisions of this chapter except that they shall not apply to cooperatives governed by title 26 or by chapters 6-06, 10-12, 10-13, 36-08, or 49-21, except when the laws governing such associations clearly adopt or refer t…
N.D.C.C. § 10-15-61 Short title
0.1K chars
This chapter may be cited as the North Dakota Cooperative Association Act.
N.D.C.C. § 10-15-62 Secretary of state - Confidential records
0.3K chars
Any social security number or federal tax identification number disclosed or contained in any document filed with the secretary of state under this chapter is confidential. The secretary of state shall delete or obscure any social security number or federal tax identification num…