Title 10 — Corporations
47 chapters · 661 sections in this title.
N.D.C.C. § 10-32.1-52 Known claims against a dissolved limited liability company
1.4K chars
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
4.5K chars
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. § 10-32.1-55 Merger, conversion, and domestication - Definitions
3.8K chars
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
3.9K chars
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. § 10-32.1-58 Filings required for a merger or exchange - Effective date
3.5K chars
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
2.8K chars
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
0.4K chars
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
3.5K chars
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
0.6K chars
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
1.6K chars
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
3.7K chars
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
1.8K chars
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
2.6K chars
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
2.4K chars
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. § 10-32.1-69 Filings required for domestication - Effective date
1.5K chars
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
3.4K chars
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. § 10-32.1-72 Foreign limited liability company - Governing law
0.9K chars
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
1.1K chars
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. § 10-32.1-75 Foreign limited liability company - Application for a certificate of authority
1.6K chars
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
2.5K chars
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. § 10-32.1-78 Foreign limited liability company - Registered agent - Registered office
2.0K chars
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. 10-32.1-79. Foreign limited liability company - Merger of a foreign limited liabili…
N.D.C.C. § 10-32.1-81 Foreign limited liability company - Certificate of withdrawal
6.5K chars
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. § 10-32.1-85 Secretary of state - Powers - Enforcement
3.7K chars
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. § 10-32.1-87 Secretary of state - Liability for inaccurate information in a filed record
1.6K chars
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
1.8K chars
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
16.5K chars
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. § 10-32.1-92 Secretary of state - Fees and charges
5.0K chars
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
1.7K chars
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. § 10-32.1-95 Secretary of state - Confidential records
0.3K chars
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
0.4K chars
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…
N.D.C.C. § 10-32.1-97 Attorney general - State interested in a proceeding
0.5K chars
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 in the proceeding or that it is a matter of general public interest, then the court shall order that a copy of the complaint or petition be served upon the attorn…
N.D.C.C. § 10-32.1-98 Attorney general - Action by the attorney general
1.6K chars
1. A limited liability company may be involuntarily dissolved, wound up, and terminated by a decree of a court in this state in an action filed by the attorney general when it is established that: a. The articles of organization were procured through fraud; b. The limited liabili…
N.D.C.C. § 10-32.1-99 Uniformity of application and construction
0.2K chars
In applying and construing this uniform Act, consideration must be given to the need to promote uniformity of the law with respect to its subject matter among states that enact it.