Title 10, Corporations
47 chapters · 714 sections in this title.
N.D.C.C. § 10-33-01 Definitions
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For the purposes of this chapter, unless the context otherwise requires: 1. "Activity" or "activities" means, in a corporation organized under this chapter, the functional equivalent of "business" in a corporation organized under chapter 10-19.1. 2. "Address" means: a. In the cas…
N.D.C.C. § 10-33-01.1 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. § 10-33-01.2 Knowledge and notice
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1. A person knows or has knowledge of a fact if the person has actual knowledge of it. A person does not know or have knowledge of a fact merely because the person has reason to know or have knowledge of the fact. 2. A person has notice of a fact if the person: a. Knows of the fa…
N.D.C.C. § 10-33-01.3 Reservation of legislative right
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The legislative assembly reserves the right to amend or repeal the provisions of this chapter. A corporation incorporated under or governed by this chapter is subject to this reserved right.
N.D.C.C. § 10-33-02 Application and election
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1. This chapter applies to all nonprofit corporations incorporated for a purpose for which a corporation might be incorporated under this chapter. 2. A corporation in existence before August 1, 1997, which has incorporated under chapters 10-24, 10-25, 10-26, 10-27, and 10-28 as t…
N.D.C.C. § 10-33-03 Transition
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The continuation or completion of any act by a corporation that has not incorporated under, but has become governed by, this chapter, and the continuation or performance of any executed or wholly or partially executory contract, conveyance, or transfer to or by the corporation, i…
N.D.C.C. § 10-33-04 Purposes
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1. Unless otherwise limited in its articles, a corporation has a general purpose of engaging in any lawful nonprofit activity. 2. A corporation may be incorporated under this chapter for any lawful nonprofit purpose, unless another statute requires incorporation under a different…
N.D.C.C. § 10-33-05 Incorporators
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One or more individuals age eighteen or more may act as incorporators of a corporation by filing with the secretary of state articles of incorporation for the corporation.
N.D.C.C. § 10-33-06 Articles
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1. The articles of incorporation must contain: a. The name of the corporation; b. The name of the registered agent of the corporation as provided in chapter 10-01.1 and, if a noncommercial registered agent, then the address of that noncommercial registered agent in this state; c.…
N.D.C.C. § 10-33-07 Private foundations - Provisions considered contained in articles
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1. The articles of incorporation of a corporation that is a private foundation as defined in section 509(a) of the Internal Revenue Code and an instrument governing the use, retention, or disposition by the corporation of its income or property must contain the provisions contain…
N.D.C.C. § 10-33-08 Filing of articles of incorporation
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An original of the articles of incorporation must be filed with the secretary of state. If the secretary of state finds that the articles of incorporation conform and all fees have been paid under section 10-33-140, the secretary of state shall issue a certificate of incorporatio…
N.D.C.C. § 10-33-09 Effective date of incorporation
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The corporate existence begins upon the issuance of the certificate of incorporation or at a later date as specified in the articles of incorporation. The certificate of incorporation is conclusive evidence that all conditions precedent and required to be performed by the incorpo…
N.D.C.C. § 10-33-10 Corporate name
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1. The corporate name: a. Must be 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. Need not contain the word "company", "corporation", "incorporated", "limited",…
N.D.C.C. § 10-33-100 Procedure in dissolution
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1. When a notice of intent to dissolve has been filed with the secretary of state, the board, or the officers acting under the direction of the board, shall proceed as soon as possible to collect or make provision for the collection of debts owing to the corporation and to pay or…
N.D.C.C. § 10-33-101 Dissolution procedure for corporations that give notice to creditors and claimants
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When a notice of intent to dissolve has been filed with the secretary of state and the attorney general, if applicable, the corporation may give notice of the filing to each creditor of and claimant against the corporation known or unknown, present or future, and contingent or no…
N.D.C.C. § 10-33-102 Dissolution procedure for corporations that do not give notice to creditors and claimants
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When a notice of intent to dissolve has been filed with the secretary of state and the attorney general, if applicable, and the corporation has elected not to give notice to creditors and claimants in the manner provided in section 10-33-101: 1. Articles of dissolution for a corp…
N.D.C.C. § 10-33-103 Filing of articles of dissolution - Effective date of dissolution - Certificate of dissolution
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1. An original of the articles of dissolution must be filed with the secretary of state, together with the fees provided in section 10-33-140. If the secretary of state finds that the articles of dissolution conform, the secretary of state shall issue a certificate of dissolution…
N.D.C.C. § 10-33-104 Revocation of dissolution proceedings
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1. As provided in this section, dissolution proceedings begun under section 10-33-98 may be revoked before the articles of dissolution are filed. 2. The board may adopt a resolution revoking the proposed dissolution by the affirmative vote of a majority of all directors. If there…
N.D.C.C. § 10-33-105 Distribution of assets
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1. In performing the duties under section 10-33-100, the board, or the officers acting under the direction of the board, shall distribute the assets of the corporation in the following order of priority: a. Distribution of assets received and held for a special use or purpose und…
N.D.C.C. § 10-33-106 Supervised voluntary dissolution
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After the notice of intent to dissolve has been filed with the secretary of state and before a certificate of dissolution has been issued, the corporation, the attorney general, or, for good cause, a creditor, or at least fifty members with voting rights or ten percent of the mem…
N.D.C.C. § 10-33-107 Involuntary dissolution
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1. A court may grant equitable relief it considers just and reasonable in the circumstances or may dissolve a corporation and liquidate its assets and activities: a. In a supervised voluntary dissolution under section 10-33-106. b. In an action by a director or at least fifty mem…
N.D.C.C. § 10-33-108 Procedure in involuntary or supervised voluntary dissolution
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1. In dissolution proceedings the court may issue injunctions, appoint receivers with all powers and duties the court directs, take other actions required to preserve the corporate assets wherever situated, and carry on the activities of the corporation until a full hearing can b…
N.D.C.C. § 10-33-109 Qualifications of receivers - Powers
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1. A receiver must be an individual or organization authorized to transact business or conduct activities in this state. A receiver shall give bond as directed by the court with the sureties required by the court. 2. A receiver may sue and defend in all courts as receiver of the …
N.D.C.C. § 10-33-11 Reserved name
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1. The exclusive right to the use of a corporate name otherwise permitted by section 10-33-10 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 10-33…
N.D.C.C. § 10-33-110 Filing claims in proceedings to dissolve
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1. In proceedings referred to in section 10-33-107 to dissolve a corporation, the court may require all creditors and claimants of the corporation to file their claims under oath with the clerk of court or with the receiver in a form prescribed by the court. 2. If the court requi…
N.D.C.C. § 10-33-111 Discontinuance of dissolution proceedings
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The involuntary or supervised voluntary dissolution of a corporation must be discontinued at any time during the dissolution proceedings when it is established that cause for dissolution no longer exists. When this is established, the court shall dismiss the proceedings and direc…
N.D.C.C. § 10-33-112 Decree of dissolution
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1. In an involuntary or supervised voluntary dissolution, the court shall provide for the discharge of obligations and the distribution of the assets as set forth in subsection 4 of section 10-33-108 and shall enter a decree dissolving the corporation. 2. When the decree dissolvi…
N.D.C.C. § 10-33-113 Filing decree
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After the court enters a decree dissolving a corporation, the clerk of court shall cause a certified copy of the decree to be filed with the secretary of state. The secretary of state may not charge a fee for filing the decree.
N.D.C.C. § 10-33-114 Deposit with administrator of abandoned property of amount due certain persons - Appropriation
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Upon dissolution of a corporation, the portion of the assets distributable to a person who is unknown or cannot be found must be reduced to money and deposited with the administrator of abandoned property for disposition pursuant to chapter 47-30.2. The amount deposited is approp…
N.D.C.C. § 10-33-115 Claims barred - Exceptions
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1. A person who is or becomes a creditor or claimant at any time before, during, or following the conclusion of dissolution proceedings, who does not file a claim or pursue a remedy in a legal, administrative, or arbitration proceeding within the time provided in section 10-33-10…
N.D.C.C. § 10-33-116 Right to sue or defend after dissolution
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After a corporation has been dissolved, any of its former officers, directors, or members with voting rights may assert or defend, in the name of the corporation, any claim by or against the corporation.
N.D.C.C. § 10-33-117 Omitted assets
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Title to assets remaining after payment of all debts, obligations, or liabilities and after all distributions pursuant to section 10-33-105 may be transferred by a court in this state.
N.D.C.C. § 10-33-118 Extension after duration expired
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1. A corporation whose period of duration as provided in the articles has expired and which has continued to operate despite that expiration may reinstate its articles and extend the period of corporate duration, including making the duration perpetual, within one year after the …
N.D.C.C. § 10-33-119 Effect of extension
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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 …
N.D.C.C. § 10-33-12 Registered office - Registered agent
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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 the noncommercial registered agent in this state.
N.D.C.C. § 10-33-120 Service of process on corporation, foreign corporation, and nonresident directors
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Any process, notice, or demand required or permitted by law to be served on the corporation, the foreign corporation, or a director may be served as provided in section 10-01.1-13.
N.D.C.C. § 10-33-121 State interested - Proceedings
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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 …
N.D.C.C. § 10-33-122 Attorney general - Notice to - Waiting period
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1. Except as provided in subsection 7, the following corporations shall notify the attorney general of their intent to dissolve, merge, or consolidate, or to transfer all or substantially all of their assets: a. A corporation that holds assets for a charitable purpose. b. A corpo…
N.D.C.C. § 10-33-123 Powers of attorney general
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1. When it appears to the attorney general it is in the public interest that an investigation should be made to ascertain whether a proceeding by the attorney general, as provided in this chapter, should be commenced, the attorney general may: a. Examine under oath any person in …
N.D.C.C. § 10-33-124 Certified nonprofit development corporation - Application
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1. For the purposes of this section: a. "Certified nonprofit development corporation" means a corporation organized under this chapter which meets the following requirements: (1) Is certified by the secretary of state under this section; (2) Invests a majority of its funds in pri…
N.D.C.C. § 10-33-125 Foreign corporation - Governing law
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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 affairs. Nothing in this chapter authorizes this state to regulate the incorporation or internal affairs of a foreign…
N.D.C.C. § 10-33-126 Foreign corporation - Name
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A foreign corporation may apply for a certificate of authority under any name that would be available to a 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 chapter 47…
N.D.C.C. § 10-33-127 Foreign corporation - Admission of foreign corporation conducting activities - Obtaining licenses and permits
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A foreign corporation may not: 1. Conduct activities 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. Conduct in this state any activity that is prohibited to a corporation incorp…
N.D.C.C. § 10-33-128 Foreign corporation application for 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 corporation is incorporated and an application executed by an authorized person and setting forth: a. The name of the…
N.D.C.C. § 10-33-129 Foreign corporation - Issuance of 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 that 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…
N.D.C.C. § 10-33-13 Change of registered office - Appointment or change of registered agent - Change of name of registered agent
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1. A corporation may change its registered office, change its registered agent, or state a change in the name of its registered agent as provided in chapter 10-01.1. 2. A registered agent of a corporation may resign as provided in chapter 10-01.1.
N.D.C.C. § 10-33-130 Foreign corporation - Amendments to the certificate of authority
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If any statement in the application for a certificate of authority by a foreign corporation is false when made or any arrangements or other facts described change, making the application inaccurate in any respect, the foreign corporation shall promptly file with the secretary of …
N.D.C.C. § 10-33-131 Foreign corporation - Registered agent - Registered office
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A foreign corporation authorized to conduct activities 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. § 10-33-132 Foreign corporation - Merger of foreign corporation authorized to conduct activities in this state
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Whenever a foreign corporation authorized to conduct activities in this state is a party to a statutory merger permitted by the laws of the jurisdiction under which it is incorporated, and the corporation is not the surviving organization, the surviving organization shall, within…
N.D.C.C. § 10-33-133 Foreign corporation - Certificate of withdrawal
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1. A foreign corporation authorized to conduct activities 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 appl…