Title 10 — Corporations
47 chapters · 661 sections in this title.
N.D.C.C. § 10-32.1-01 Citation
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This chapter may be cited as the "North Dakota Uniform Limited Liability Company Act".
N.D.C.C. § 10-32.1-02 Definitions
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For purposes of this chapter, unless the context otherwise requires: 1. "Acquiring organization" means the domestic or foreign organization that acquires the ownership interests of another foreign or domestic organization in an exchange. 2. "Address" means: a. In the case of a re…
N.D.C.C. § 10-32.1-03 Legal recognition of electronic records and electronic signatures
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For purposes of this chapter: 1. A record or signature may not be denied legal effect or enforceability solely because it is in electronic form; 2. A contract may not be denied legal effect or enforceability solely because an electronic record was used in its formation; 3. If a p…
N.D.C.C. § 10-32.1-04 Knowledge and notice
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1. A person knows a fact when the person: a. Has actual knowledge of it; or b. Is deemed to know it under subdivision a of subsection 4, or law other than this chapter. 2. A person has notice of a fact when the person: a. Has reason to know the fact from all of the facts known to…
N.D.C.C. § 10-32.1-05 Application to existing relationships
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1. On or after July 1, 2015, a limited liability company may not be formed under chapter 10-32. 2. Before January 1, 2016, this chapter governs only: a. A limited liability company formed on or after July 1, 2015; and b. Except as otherwise provided in subsection 3, a limited lia…
N.D.C.C. § 10-32.1-06 Reservation of legislative right
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The legislative assembly reserves the right to amend or repeal the provisions of this chapter. A limited liability company organized under or governed by this chapter is subject to this reserved right.
N.D.C.C. § 10-32.1-07 Nature, purpose, and duration of a limited liability company
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1. A limited liability company is an entity distinct from its members. 2. Except for a nonprofit limited liability company subject to chapter 10-36, which must comply with that chapter, a limited liability company may have any lawful purpose. 3. A limited liability company has pe…
N.D.C.C. § 10-32.1-08 Powers
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1. Except as provided in subsection 2, a limited liability company has the capacity to sue and be sued in its own name and the power to do all things necessary or convenient to carry on its activities. With respect to loans, guarantees, and suretyship: a. Without in any way limit…
N.D.C.C. § 10-32.1-09 Governing law
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The law of this state governs: 1. The internal affairs of a limited liability company; and 2. The liability of a member as member, a manager as manager, and a governor as governor, for the debts, obligations, or other liabilities of a limited liability company.
N.D.C.C. § 10-32.1-10 Supplemental principles of law
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Unless displaced by particular provisions of this chapter, the principles of law and equity supplement this chapter.
N.D.C.C. § 10-32.1-100 Relation to Electronic Signatures in Global and National Commerce Act
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This chapter modifies, limits, and supersedes the federal Electronic Signatures in Global and National Commerce Act, United States Code, title 15, section 7001 et seq., but does not modify, limit, or supersede section 101(c) of that Act, United States Code, title 15, section 7001…
N.D.C.C. § 10-32.1-101 Savings clause
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This chapter does not affect an action commenced, proceeding brought, or right accrued before this chapter takes effect. 10-32.1-102. Series of members, managers, transferable interests or assets - General powers of series - Governing authority - Distributions - Termination of se…
N.D.C.C. § 10-32.1-11 Limited liability company name
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1. The limited liability company 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 table; b. Must contain the words "limited liability company", or must …
N.D.C.C. § 10-32.1-12 Reserved name
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1. The exclusive right to the use of a limited liability company name otherwise permitted by section 10-32.1-11 may be reserved by any person. 2. The reservation is made by filing a request with the secretary of state that the name be reserved together with the fees provided in s…
N.D.C.C. § 10-32.1-13 Operating agreement - Scope - Function - Limitations
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1. Except as otherwise provided in subsections 2 and 3, the operating agreement governs: a. Relations among the members as members and between the members and the limited liability company; b. The rights and duties under this chapter of a person in the capacity of manager or gove…
N.D.C.C. § 10-32.1-16 Registered office and registered agent
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Every limited liability company shall have a registered office and a registered agent, in the manner prescribed by chapter 10-01.1.
N.D.C.C. § 10-32.1-17 Change of registered office or registered agent
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Every limited liability company may change its registered office or change its registered agent, and the agent may resign or change its business address or name, in the manner prescribed by chapter 10-01.1.
N.D.C.C. § 10-32.1-18 Resignation of registered agent
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The registered agent of every limited liability company may resign in the manner prescribed by chapter 10-01.1. 10-32.1-19. Service of process on a limited liability company, foreign limited liability company, and nonresident managers and governors. 1. A registered agent appointe…
N.D.C.C. § 10-32.1-20 Formation of a limited liability company - Articles of organization
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1. One or more individuals of the age of eighteen years or more or other persons may act as organizers to form a limited liability company by signing and filing with the secretary of state articles of organization together with the fees provided in section 10-32.1-92. 2. The arti…
N.D.C.C. § 10-32.1-21 Amendment or restatement of articles of organization
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1. Articles of organization may be amended or restated at any time. a. Before any contribution is reflected in the required records of a limited liability company, the articles of organization may be amended by the organizers or by the board. The articles of organization may also…
N.D.C.C. § 10-32.1-22 Signing and filing pursuant to a judicial order
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1. If a person required by this chapter to sign a record or file a record with the secretary of state does not do so, then any other person that is aggrieved may petition the appropriate court to order: a. The person to sign the record; b. The person to file the record with the s…
N.D.C.C. § 10-32.1-23 No agency power of a member as a member
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1. A member is not an agent of a limited liability company solely by reason of being a member. 2. The status of a person as a member does not prevent or restrict law other than this chapter from imposing liability on a limited liability company because of the conduct of the perso…
N.D.C.C. § 10-32.1-24 Statement of authority
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1. A limited liability company may file with the secretary of state a statement of authority. The statement: a. Must include the name of the company and the address of its registered office; b. With respect to any position that exists in or with respect to the company, may state …
N.D.C.C. § 10-32.1-25 Statement of denial
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A person named in a filed statement of authority granting that person authority may file with the secretary of state for filing a statement of denial that: 1. Provides the name of the limited liability company and the caption of the statement of authority to which the statement o…
N.D.C.C. § 10-32.1-26 Liability of members, managers, and governors
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1. The debts, obligations, or other liabilities of a limited liability company, whether arising in contract, tort, or otherwise: a. Are solely the debts, obligations, or other liabilities of the company; and b. Do not become the debts, obligations, or other liabilities of a membe…
N.D.C.C. § 10-32.1-27 Becoming a member
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1. If a limited liability company is to have only one member upon formation, then the person becomes a member as agreed by that person and the organizer of the company. That person and the organizer may be, but need not be, different persons. If different, then the organizer acts…
N.D.C.C. § 10-32.1-28 Form of contribution
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A contribution may consist of tangible or intangible property or other benefit to a limited liability company, including money, services performed, promissory notes, other agreements to contribute money or property, and contracts for services to be performed.
N.D.C.C. § 10-32.1-29 Liability for contributions
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1. The obligation of a person to make a contribution to a limited liability company is not excused by the death, disability, or other inability of the person to perform personally. If a person does not make a required contribution, then the person or the estate of the person is o…
N.D.C.C. § 10-32.1-30 Sharing of and right to distributions before dissolution
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1. Except as provided in subsection 5 and subject to paragraphs 1 through 4 of subdivision c of subsection 4 of section 10-32.1-05, any distributions made by a limited liability company before its dissolution and winding up must be in equal shares among members and dissociated me…
N.D.C.C. § 10-32.1-30.1 Sharing of profits and loss
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Unless otherwise provided in the articles of organization, or in an operating agreement, the profits and losses of a limited liability company created after July 31, 2017, must be allocated among the members and among classes and series of members in proportion to the value of th…
N.D.C.C. § 10-32.1-31 Limitations on distribution
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1. A limited liability company may not make a distribution if after the distribution: a. The company would not be able to pay its debts as they become due in the ordinary course of the activities of the company; or b. The total assets of the company would be less than the sum of …
N.D.C.C. § 10-32.1-32 Liability for improper distributions
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1. Except as otherwise provided in subsection 2, if a member of a member-managed limited liability company, manager of a manager-managed limited liability company, or governor of a board-managed limited liability company consents to a distribution made in violation of section 10-…
N.D.C.C. § 10-32.1-33 Direct action by a member
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1. Subject to subsection 2, a member may maintain a direct action against another member, a manager, a governor, or the limited liability company to enforce the rights of the member and otherwise protect the interests of the member, including rights and interests under the operat…
N.D.C.C. § 10-32.1-34 Derivative action
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A member may maintain a derivative action to enforce a right of a limited liability company if: 1. The member first makes a demand on the other members in a member-managed or board-managed limited liability company, the managers of a manager-managed limited liability company, or …
N.D.C.C. § 10-32.1-35 Proper plaintiff
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1. Except as otherwise provided in subsection 2, a derivative action under section 10-32.1-34 may be maintained only by a person that is a member at the time the action is commenced and remains a member while the action continues. 2. If the sole plaintiff in a derivative action d…
N.D.C.C. § 10-32.1-36 Pleading
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In a derivative action under section 10-32.1-34, the complaint must state with particularity: 1. The date and content of the demand of the plaintiff and the response to the demand by the other members, managers, or board of governors; or 2. If a demand has not been made, the reas…
N.D.C.C. § 10-32.1-37 Special litigation committee
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1. If a limited liability company is named as or made a party in a derivative proceeding, then the company may appoint a special litigation committee to investigate the claims asserted in the proceeding and determine whether pursuing the action is in the best interests of the com…
N.D.C.C. § 10-32.1-38 Proceeds and expenses
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1. Except as otherwise provided in subsection 2: a. Any proceeds or other benefits of a derivative action under section 10-32.1-34, whether by judgment, compromise, or settlement, belong to the limited liability company and not to the plaintiff; and b. If the plaintiff receives a…
N.D.C.C. § 10-32.1-39 Management of a limited liability company
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1. A limited liability company is a member-managed limited liability company unless the operating agreement: a. Expressly provides that: (1) The company is or will be "manager-managed" or "board-managed"; (2) The company is or will be "managed by managers" or "managed by a board"…
N.D.C.C. § 10-32.1-40 Indemnification and insurance
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1. For purposes of this section, unless the context otherwise requires: a. "Limited liability company" includes a domestic or foreign limited liability company that was the predecessor of the limited liability company referred to in this section in a merger or other transaction i…
N.D.C.C. § 10-32.1-41 Standards of conduct for members, managers, and governors
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1. A member of a member-managed limited liability company owes to the company and, subject to subsection 2 of section 10-32.1-33, the other members the fiduciary duties of loyalty and care stated in subsections 2 and 3. 2. The duty of loyalty of a member in a member-managed limit…
N.D.C.C. § 10-32.1-43 Nature of a transferable interest
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A transferable interest is personal property.
N.D.C.C. § 10-32.1-44 Transfer of a transferable interest
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1. A transfer, in whole or in part, of a transferable interest: a. Is permissible; b. Does not by itself cause the dissociation of a member or a dissolution and winding up of the activities of the limited liability company; and c. Subject to section 10-32.1-46, does not entitle t…
N.D.C.C. § 10-32.1-45 Charging order
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1. On application by a judgment creditor of a member or transferee and following notice to the limited liability company of the application, a court may enter a charging order against the transferable interest of the judgment debtor for the unsatisfied amount of the judgment. 2. …
N.D.C.C. § 10-32.1-46 Power of the personal representative of a deceased member
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If a member dies, then the personal representative of the deceased member or other legal representative may exercise the rights of a transferee provided in subsection 3 of section 10-32.1-44, and, for the purposes of settling the estate, the rights of a current member under secti…
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 …