Title 10, Corporations
47 chapters · 714 sections in this title.
N.D.C.C. § 10-31-01 Definitions
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As used in this chapter, unless the context otherwise requires: 1. "Create" means to form an organization by: a. Incorporating a professional corporation; b. Organizing a professional limited liability company; or c. Registering a professional limited liability partnership. 2. "E…
N.D.C.C. § 10-31-02 Articles of incorporation
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1. One or more individuals may incorporate a professional organization in the form of a corporation for the practice of a profession by filing articles of incorporation with the secretary of state. The articles of incorporation must meet the requirements of chapter 10-19.1 and co…
N.D.C.C. § 10-31-02.1 Articles of organization
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1. One or more individuals may organize a professional organization in the form of a limited liability company for the practice of a profession by filing articles of organization with the secretary of state. The articles of organization must meet the requirements of chapter 10-32…
N.D.C.C. § 10-31-02.2 Registration
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1. Two or more individuals may register a professional organization in the form of a limited liability partnership or a foreign professional organization in the form of a foreign limited liability partnership for the practice of a profession by filing the registration required un…
N.D.C.C. § 10-31-03 Applicability of chapter 10-19.1
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Chapter 10-19.1 applies to a professional organization that is created in the form of a corporation and which enjoys the powers and privileges and is subject to the duties, restrictions, and liabilities of other corporations except when inconsistent with the letter and purpose of…
N.D.C.C. § 10-31-03.1 Applicability of chapter 10-32.1
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Chapter 10-32.1 applies to a professional organization that is created in the form of a limited liability company and which enjoys the powers and privileges and is subject to the duties, restrictions, and liabilities of other limited liability companies except when inconsistent w…
N.D.C.C. § 10-31-03.2 Applicability of chapter 45-22
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Chapter 45-22 applies to a professional organization that is created in the form of a limited liability partnership and enjoys the powers and privileges and is subject to the duties, restrictions, and liabilities of other limited liability partnerships except when inconsistent wi…
N.D.C.C. § 10-31-04 Purpose for which created - Minority ownership
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1. A professional organization may be created pursuant to this chapter only for the purpose of rendering one specific type of professional service and services ancillary thereto or for the purpose of rendering two or more kinds of professional services that are specifically autho…
N.D.C.C. § 10-31-05 Name
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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…
N.D.C.C. § 10-31-06 Executives and owners
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1. An individual may not simultaneously be an executive or owner of more than one professional organization rendering the same professional service. 2. A professional organization in the form of a corporation which has only one shareholder need have only one director, who must be…
N.D.C.C. § 10-31-07 Issuance and transfer of shares
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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…
N.D.C.C. § 10-31-07.1 Retirement plan trust - Voting and nonvoting shares
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A professional corporation may establish a retirement plan trust which allows the corporation to contribute nonvoting shares for nonlicensed employees and voting shares for licensed employees.
N.D.C.C. § 10-31-07.2 Issuance and transfer of membership interests
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A professional organization in the form of a limited liability company may issue membership interests only to persons who are licensed to render the same specific professional services as those for which the company was organized. A member may voluntarily transfer membership inte…
N.D.C.C. § 10-31-07.3 Issuance and transfer of partnership interests
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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 …
N.D.C.C. § 10-31-07.4 Issuance and transfer of shares, membership interests, and partnership interests - Exception for minority owners
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Notwithstanding sections 10-31-07, 10-31-07.2, and 10-31-07.3, if minority owners are expressly authorized under subsection 3 of section 10-31-04, a professional organization may issue shares and membership interests to minority members and an owner may transfer shares or members…
N.D.C.C. § 10-31-08 Professional services through officers, managers, employees, agents
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No organization created under this chapter may render professional services except through its executives, employees, and agents who are licensed to render professional services in this state. In this section, the term "employee" does not include a clerk, secretary, bookkeeper, n…
N.D.C.C. § 10-31-09 Professional relationship preserved - Liability of owners - Professional regulation
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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 th…
N.D.C.C. § 10-31-10 Legal disqualification
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If any executive or owner of a professional organization becomes legally disqualified to render a professional service within this state or accepts employment or is elected to a public office that, pursuant to existing law, is a restriction or limitation upon rendering of profess…
N.D.C.C. § 10-31-11 Disposition of shares, membership interests, or partnership interests on death or disqualification
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1. With respect to a professional organization in the form of a corporation: a. The articles of incorporation may provide for the purchase or redemption of the shares of any shareholder upon the death or disqualification of the shareholder, or the same may be provided for in the …
N.D.C.C. § 10-31-12 Death of last or only shareholder - Amendment of articles of incorporation - Involuntary dissolution
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1. In the event of the death of the last or only shareholder of a professional corporation whose shares pass to heirs by intestate succession, to devisees under a last will and testament, or otherwise pass by operation of law to an individual not legally qualified to render the p…
N.D.C.C. § 10-31-13 Professional organizations - Annual reports - Renewal
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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 resid…
N.D.C.C. § 10-31-13.1 Foreign professional organizations - Practice in the state
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1. A foreign professional organization may practice a profession in this state only through executives, owners, employees, and agents who are licensed to practice the profession in this state. The practice of a profession in this state by a foreign professional organization is su…
N.D.C.C. § 10-31-14 Construction
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This chapter must be construed to effectuate its general purpose of making available to professional individuals the benefits of the corporate form, the benefits of the limited liability company form, and the benefits of the limited liability partnership form.