Title 10 — Corporations

Filing with the secretary of state of articles of amendment extending the period of duration of a corporation: 1. Relates back to the date of expiration of the original period of duration of the corporation as provided in the articles; 2. Validates contracts or other acts within …

1. The corporate name: a. Must be expressed 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. Must contain the word "company", "corporation", "incorporated", "lim…

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 therein, or that it is a matter of general public interest, the court shall order that a copy of the complaint or petition be served upon the attorney general in …

Repealed by S.L. 1999, ch. 50, § 79.

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 may apply for a certificate of authority under any name that would be available to a domestic corporation, whether or not the name is the name under which it is authorized in its jurisdiction of incorporation. A trade name must be registered as provided in c…

1. An applicant for a certificate shall file with the secretary of state an application executed by an authorized person on forms prescribed by the secretary of state and setting forth: a. The name of the foreign corporation and, if different, the name under which it proposes to …

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 …

If any statement in the application for a certificate of authority by a foreign corporation is false when made or the foreign corporation changes the foreign corporation's name or purposes sought in this state, the foreign corporation promptly shall file with the secretary of sta…

A foreign corporation authorized to transact business in this state shall continuously maintain a registered agent in this state as provided in chapter 10-01.1 and, if a noncommercial registered agent, the address of such noncommercial registered agent in this state. 10-19.1-139.…

1. The exclusive right to the use of a corporate name otherwise permitted by section 10-19.1-13 may be reserved by any person. 2. The reservation must be made by filing with the secretary of state a request that the name be reserved, together with the fees provided in section 10-…

1. A foreign corporation authorized to transact business in this state may withdraw from this state upon procuring from the secretary of state a certificate of withdrawal. In order to procure the certificate, the foreign corporation shall file with the secretary of state an appli…

Repealed by S.L. 2015, ch. 86, § 24. 10-19.1-142. Foreign corporation - Transaction of business without certificate of authority. 1. A foreign corporation transacting business in this state may not maintain any claim, action, suit, or proceeding in any court of this state until i…

The attorney general may bring an action to restrain a foreign corporation from transacting business in this state in violation of this chapter.

Service of process on a foreign corporation must be as provided in section 10-01.1-13. 10-19.1-146. Secretary of state - Annual report of corporations and foreign corporations - Involuntary dissolution - Revocation of certificate of authority. 1. Each corporation and each foreign…

The secretary of state shall charge and collect for: 1. Filing articles of incorporation and issuing a certificate of incorporation, one hundred dollars. 2. Filing articles of amendment, twenty dollars. 3. Filing a statement of correction, twenty dollars. 4. Filing restated artic…

1. The secretary of state has the power and authority reasonably necessary to efficiently administer this chapter and to perform the duties imposed thereby. 2. The secretary of state may propound to any corporation or foreign corporation that is subject to this chapter and to any…

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…

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 numbe…

A corporation shall continuously maintain a registered agent in this state as provided by chapter 10-01.1, and if a noncommercial registered agent, then the address of that noncommercial registered agent in this state. 10-19.1-16. Change of registered office or registered agent -…

All annual reports required by this chapter to be filed in the office of the secretary of state must be made on forms prescribed by the secretary of state. Forms for all other records to be filed in the office of the secretary of state may be furnished by the secretary of state u…

1. As used in this section, unless the context otherwise requires: a. "Act of Congress" means the Act of Congress approved June 18, 1934, entitled an Act to provide for the establishment, operation, and maintenance of foreign trade zones and ports of entry of the United States, t…

The articles of a corporation may be amended at any time to include or modify any provision that is required or permitted to appear in the articles or to omit any provision not required to be included in the articles, except that when articles are amended to restate them, the nam…

Before the issuance of shares by a corporation, the articles also may be amended pursuant to section 10-19.1-30 by the incorporators or by the board. The articles may be amended by the board to change or cancel a statement pursuant to subsection 4 of section 10-19.1-61, establish…

1. Except as otherwise provided in section 10-19.1-18, after the issuance of shares by the corporation, the articles may be amended in the manner set forth in this section. 2. A resolution approved by the affirmative vote of a majority of the directors present, or proposed by a s…

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 o…

When an amendment has been adopted, articles of amendment must be prepared which contain: 1. The name of the corporation. 2. The amendment adopted. 3. The date of the adoption of the amendment by the shareholders or by the incorporators or the board when no shares have been issue…

1. An amendment does not affect an existing cause of action in favor of or against the corporation, nor a pending suit to which the corporation is a party, nor the existing rights of persons other than shareholders. 2. If the corporate name is changed by the amendment, a suit bro…

An original of the articles of amendment must be filed with the secretary of state. If the secretary of state finds that the articles of amendment conform to law and all fees have been paid as provided under section 10-19.1-147, the articles of amendment must be recorded in the o…

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.

1. Whenever a plan of reorganization of a corporation has been confirmed by decree or order of a court of competent jurisdiction in proceedings for the reorganization of the corporation, pursuant to the provisions of any applicable statute of the United States relating to reorgan…

1. A corporation has the powers set forth in this section, subject to any limitations provided in any other statute of this state or in its articles. 2. A corporation has perpetual duration. 3. A corporation may sue and be sued, complain and defend and participate as a party or o…

A corporation may, but need not, have a corporate seal. The use or nonuse of a corporate seal does not affect the validity, recordability, or enforceability of a record or act. If a corporation has a corporate seal, the use of the seal by the corporation on a record is not necess…

No act of a corporation and no conveyance or transfer of real or personal property to or by a corporation is invalid by reason of the fact that the corporation was without capacity or power to do such act or to make or receive such conveyance or transfer but such lack of capacity…

All persons who assume to act as a corporation without authority are jointly and severally liable for all debts and liabilities incurred or arising as a result.

1. If the first board is not named in the articles, the incorporators may elect the first board or may act as directors with all of the powers, rights, duties, and liabilities of directors, until directors are elected or until shares are issued, whichever occurs first. 2. After t…

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 dir…

1. The business and affairs of a corporation must be managed by or under the direction of a board, subject to subsection 2 and section 10-19.1-83. The members of the first board may be named in the articles or elected by the incorporators pursuant to section 10-19.1-30 or by the …

The board must consist of one or more directors. The number of directors must be fixed by or in the manner provided in the articles or bylaws. The number of directors may be increased or, subject to section 10-19.1-41, decreased at any time by amendment to or in the manner provid…

Directors must be individuals. The method of election and any additional qualifications for directors may be imposed by or in the manner provided in the articles or bylaws.

1. With respect to length of terms: a. Unless fixed terms are provided for in the articles or bylaws, a director serves for an indefinite term that expires at the next regular meeting of the shareholders. (1) A fixed term of a director, other than an ex officio director, may not …

The expiration of a director's term with or without the election of a qualified successor does not make prior or subsequent acts of the officers or the board void or voidable.

Subject to any limitations in the articles or bylaws, the board may fix the compensation of directors.

Directors may be divided into classes as provided in the articles or bylaws.

With respect to the election of directors: 1. Unless otherwise provided in the articles and subject to subsection 2, directors are elected by a plurality of the voting power of the shares present and entitled to vote on the election of directors at a meeting at which a quorum is …

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 late…

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…

1. The district court of the county where the principal executive office of a corporation is located may remove any director of the corporation from office in a proceeding commenced either by the corporation or its shareholders holding at least ten percent of the voting power of …

1. Unless different rules for filling vacancies are provided for in the articles or bylaws: a. Vacancies on the board resulting from the death, resignation, removal, or disqualification of a director may be filled by the affirmative vote of a majority of the remaining directors, …

1. Meetings of the board may be held from time to time as provided in the articles or bylaws at any place within or without the state that the board may select or by any means described in subsection 2. a. If the articles, bylaws, or board fail to select a place for a meeting, th…