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North Dakota Statutes, Title 10

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Title 10, Corporations

47 chapters · 714 sections in this title.

All chapters in Title 10714 Ch 10-19.1, North Dakota Business Corporation Act171 Ch 10-33, Nonprofit Corporations156 Ch 10-32.1, Uniform Limited Liability Company Act103 Ch 10-15, Cooperative Associations76 Ch 10-35, Publicly Traded Corporations33 Ch 10-06.1, Corporate or Limited Liability Compa…32 Ch 10-04, Supervision of Issue and Sale of Sec…31 Ch 10-31, Professional Organizations Act23 Ch 10-01.1, Registered Agents Act17 Ch 10-30, Development Corporations14 Ch 10-30.5, North Dakota Development Fund, Incor…11 Ch 10-13, Electric Cooperative Corporations10 Ch 10-34, Real Estate Investment Trusts10 Ch 10-30.6, Community Development Corporations10

103 sections·Filtered byTitle 10✕Ch 10-32.1✕

N.D.C.C. § 10-32.1-47 Power of a member to dissociate - Wrongful dissociation
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1. A person has the power to dissociate as a member at any time, rightfully or wrongfully, by withdrawing as a member by express will under subsection 1 of section 10-32.1-48. 2. The dissociation of a person from a limited liability company is wrongful only if the dissociation: a…
N.D.C.C. § 10-32.1-48 Events causing dissociation
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A person is dissociated as a member from a limited liability company when: 1. The company has notice of the express will of the person to withdraw as a member, but, if the person specified a withdrawal date later than the date the company had notice, then on that later date; 2. A…
N.D.C.C. § 10-32.1-49 Effect of the dissociation of a person as member
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1. When a person is dissociated as a member of a limited liability company: a. The right of the person to participate as a member in the management and conduct of the activities of the company terminates; b. If the company is member-managed, then the fiduciary duties of the perso…
N.D.C.C. § 10-32.1-50 Events causing dissolution
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1. A limited liability company is dissolved, and its activities must be wound up, upon the occurrence of any of the following: a. An event or circumstance that the operating agreement states causes dissolution; b. The consent of all the members; c. Following the admission of the …

N.D.C.C. § 10-32.1-51 Winding up

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1. A dissolved limited liability company shall wind up its activities, and the company continues after dissolution only for the purpose of winding up. 2. In winding up its activities, a limited liability company: a. Shall discharge the debts, obligations, or other liabilities of …

N.D.C.C. § 10-32.1-52 Known claims against a dissolved limited liability company

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1. Except as otherwise provided in subsection 4, a dissolved limited liability company may give notice of a known claim under subsection 2 that has the effect as provided in subsection 3. 2. A dissolved limited liability company may in a record notify its known claimants of the d…

N.D.C.C. § 10-32.1-53 Other claims against a dissolved limited liability company

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1. A dissolved limited liability company may publish notice of its dissolution and request persons having claims against the company to present them according to the notice. 2. The notice authorized by subsection 1 must: a. Be published at least once in a newspaper of general cir…

N.D.C.C. § 10-32.1-54 Distribution of assets in winding up limited liability activities of the company

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1. Except as provided in subsection 5, in winding up its activities, a limited liability company shall apply its assets to discharge its obligations to creditors, including members that are creditors. 2. After a limited liability company complies with subsection 1, any surplus mu…

N.D.C.C. § 10-32.1-55 Merger, conversion, and domestication - Definitions

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For the purposes of sections 10-32.1-55 through 10-32.1-71, unless the context otherwise requires: 1. "Constituent limited liability company" means a constituent organization that is a limited liability company. 2. "Constituent organization" means an organization that is party to…

N.D.C.C. § 10-32.1-56 Merger and exchange

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1. A limited liability company may merge with one or more other constituent organizations pursuant to this section, sections 10-32.1-55 through 10-32.1-59, 10-32.1-71, and a plan of merger if: a. The governing statute of each of the other organizations authorizes the merger; b. T…

N.D.C.C. § 10-32.1-57 Action on a plan of merger or exchange by a constituent limited liability company

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1. Subject to section 10-32.1-71, a plan of merger or exchange must be consented to by all the members of a constituent limited liability company. 2. Subject to section 10-32.1-71 and any contractual rights, after a merger or exchange is approved, and at any time before the merge…

N.D.C.C. § 10-32.1-58 Filings required for a merger or exchange - Effective date

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1. After each constituent organization has approved a plan of merger or exchange, articles of merger or exchange must be signed on behalf of: a. Each constituent limited liability company, as provided in subsection 47 of section 10-32.1-02; and b. Each other constituent organizat…

N.D.C.C. § 10-32.1-59 Effect of a merger

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1. When a merger becomes effective: a. The surviving organization continues or comes into existence; b. Each constituent organization that merges into the surviving organization ceases to exist as a separate entity; c. All property owned by each constituent organization that ceas…

N.D.C.C. § 10-32.1-60 Effect of an exchange

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When an exchange becomes effective, the membership interests in a limited liability company to be exchanged under the terms of the plan are considered to be exchanged. The members owning those membership interests are entitled only to the ownership interests, securities, money, o…

N.D.C.C. § 10-32.1-61 Conversion

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1. An organization other than a limited liability company may convert to a limited liability company, and a limited liability company may convert to another organization other than a general partnership as provided in this section, sections 10-32.1-62 through 10-32.1-66, and 10-3…

N.D.C.C. § 10-32.1-62 Plan of conversion

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A plan of conversion must be in a record and must contain: 1. The name and form of the converting organization before conversion; 2. The name and form of the converted organization after conversion; 3. The terms and conditions of the proposed conversion; 4. The manner and basis o…

N.D.C.C. § 10-32.1-63 Plan approval and amendment

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1. If the converting organization is a limited liability company, then: a. A resolution containing or amending the plan of conversion must be approved by an act of the board of the converting limited liability company and must then be approved by an act of its members. (1) In the…

N.D.C.C. § 10-32.1-64 Articles of conversion

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1. Upon receiving the approval required by section 10-32.1-63, articles of conversion must be prepared in a record that must contain: a. A statement that the converting organization is being converted into another organization, including: (1) The name of the converting organizati…

N.D.C.C. § 10-32.1-65 Abandonment of a conversion

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1. If the articles of conversion have not been filed with the secretary of state, and: a. If the converting organization is a limited liability company, then: (1) Before a plan of conversion has been approved by the converting limited liability company as provided in section 10-3…

N.D.C.C. § 10-32.1-66 Effective date of conversion - Effect

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1. A conversion is effective when the filing requirements of subsection 2 of section 10-32.1-64 have been fulfilled or on a later date specified in the articles of conversion. 2. With respect to the effect of conversion on the converting organization and on the converted organiza…

N.D.C.C. § 10-32.1-67 Domestication

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1. A foreign limited liability company may become a limited liability company pursuant to this section, sections 10-32.1-67 through 10-32.1-71, and a plan of domestication if: a. The governing statute of the foreign limited liability company authorizes the domestication; b. The d…

N.D.C.C. § 10-32.1-68 Action on a plan of domestication by a domesticating limited liability company

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1. A plan of domestication must be consented to: a. By all the members, subject to section 10-32.1-71, if the domesticating company is a limited liability company; and b. As provided in the governing statute of the domesticating company if the company is a foreign limited liabili…

N.D.C.C. § 10-32.1-69 Filings required for domestication - Effective date

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1. After a plan of domestication is approved, a domesticating company shall file with the secretary of state articles of domestication, together with the fees provided under section 10-32.1-92, which articles of domestication must include: a. A statement, as the case may be, that…

N.D.C.C. § 10-32.1-70 Effect of domestication

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1. When a domestication takes effect: a. The domesticated company is for all purposes the company that existed before the domestication; b. All property owned by the domesticating company remains vested in the domesticated company; c. All debts, obligations, or other liabilities …

N.D.C.C. § 10-32.1-71 Restrictions on approval of mergers, exchanges, conversions, and domestications

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1. If a member of a constituent, converting, or domesticating limited liability company will have personal liability with respect to a surviving, constituent, converted, or domesticated organization, then approval or amendment of a plan of merger, exchange, conversion, or domesti…

N.D.C.C. § 10-32.1-72 Foreign limited liability company - Governing law

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1. The law of the state or other jurisdiction under which a foreign limited liability company is formed governs: a. The internal affairs of the company; and b. The liability of a member as member, a manager as manager, and a governor as governor for the debts, obligations, or oth…

N.D.C.C. § 10-32.1-73 Foreign limited liability company - Name

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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 …

N.D.C.C. § 10-32.1-74 Foreign limited liability company - Admission of foreign limited liability company - Transacting business - Obtaining licenses and permits

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A foreign limited liability company may not: 1. Transact business in this state or obtain any license or permit required by this state until it has procured a certificate of authority from the secretary of state. 2. Transact in this state any business that is prohibited to a dome…

N.D.C.C. § 10-32.1-75 Foreign limited liability company - Application for a certificate of authority

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1. An applicant for the certificate shall file with the secretary of state a certificate of status from the filing office in the jurisdiction in which the foreign limited liability company is organized and an application executed by an authorized person and setting forth: a. The …

N.D.C.C. § 10-32.1-76 Foreign limited liability company - Issuance of a certificate of authority

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If the secretary of state finds that an application for a certificate of authority conforms to law and all fees provided in section 10-32.1-92 have been paid, then the secretary of state shall: 1. Endorse on the application the word "filed" and the date of the filing; 2. File the…

N.D.C.C. § 10-32.1-77 Foreign limited liability company - Amendments to a certificate of authority

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1. If any statement in the application for a certificate of authority by a foreign limited liability company is false when made or if the foreign limited liability company changes the name of the foreign limited liability company or purposes sought in this state, then the foreign…

N.D.C.C. § 10-32.1-78 Foreign limited liability company - Registered agent - Registered office

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A foreign limited liability company authorized to transact business in this state shall continuously maintain a registered agent and registered office in this state as provided in chapter 10-01.1.

N.D.C.C. § 10-32.1-79 Foreign limited liability company - Merger of a foreign limited liability company authorized to transact business in this state

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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 survivi…

N.D.C.C. § 10-32.1-80 Foreign limited liability company - Conversion of a foreign limited liability authorized to transact business in this state

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If a foreign limited liability company authorized to transact business in this state converts to another organization permitted by its governing statute, then within thirty days after the conversion becomes effective, the newly created organization resulting from the conversion s…

N.D.C.C. § 10-32.1-81 Foreign limited liability company - Certificate of withdrawal

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1. A foreign limited liability company 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 limited liability company shall file with the…

N.D.C.C. § 10-32.1-82 Foreign limited liability company - Transactions not constituting transacting business

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1. A foreign limited liability company shall not be considered to be transacting business in this state for the purposes of this chapter solely by reason of carrying on in this state any one or more of the following, including: a. Maintaining or defending any action or suit or an…

N.D.C.C. § 10-32.1-83 Foreign limited liability company - Service of process on a foreign limited liability company

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Service of process on a foreign limited liability company must be as provided in section 10-01.1-13.

N.D.C.C. § 10-32.1-84 Foreign limited liability company - Effect of failure to have a certificate of authority

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1. A foreign limited liability company transacting business in this state may not maintain an action or proceeding in this state unless it has a certificate of authority to transact business in this state. 2. The failure of a foreign limited liability company to have a certificat…

N.D.C.C. § 10-32.1-85 Secretary of state - Powers - Enforcement

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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. Subject to the provisions of this chapter, the secretary of state may propound to any limited liability company, domesti…

N.D.C.C. § 10-32.1-86 Secretary of state - Filing of records with secretary of state - Effective date

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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. § 10-32.1-87 Secretary of state - Liability for inaccurate information in a filed record

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1. If a record filed with the secretary of state under this chapter contains inaccurate information, then a person that suffers a loss by reliance on the information may recover damages for the loss from: a. A person that signed the record, or caused another to sign it on behalf …

N.D.C.C. § 10-32.1-88 Secretary of state - Correcting a filed record

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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 …

N.D.C.C. § 10-32.1-89 Secretary of state - Annual report to the secretary of state

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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 liabi…

N.D.C.C. § 10-32.1-90 Secretary of state - Involuntary termination - Revocation of certificate of authority

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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 st…

N.D.C.C. § 10-32.1-91 Secretary of state - Reinstatement following an involuntary termination or revocation of authority - Appeals

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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…

N.D.C.C. § 10-32.1-92 Secretary of state - Fees and charges

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The secretary of state shall charge and collect for: 1. Filing articles of organization and issuing a certificate of organization, one hundred thirty-five dollars. 2. Filing articles of amendment, fifty dollars. 3. Filing statement of correction, fifty dollars. 4. Filing restated…

N.D.C.C. § 10-32.1-93 Secretary of state - Certificate of existence and authorization

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1. The secretary of state, upon request, compliance with subsection 2 and payment of the fee required by section 10-32.1-92, shall furnish to any person a certificate of existence for: a. A limited liability company that exists; or b. A foreign limited liability company that has …

N.D.C.C. § 10-32.1-94 Secretary of state - Certificates and certified copies to be received in evidence

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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 therein stated. 2.…

N.D.C.C. § 10-32.1-95 Secretary of state - Confidential records

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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…

N.D.C.C. § 10-32.1-96 Secretary of state - Forms

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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…