Title 10 — Corporations

Except as provided in section 10-15-47, the dissolution of a cooperative does not impair any remedy available to or against such cooperative, its directors, stockholders, or members for any claim existing or any liability incurred prior to such dissolution if a proceeding thereon…

A foreign cooperative is authorized to do business in this state when the secretary of state issues a certificate of authority. In order to procure such certificate, the foreign cooperative shall make application therefor to the secretary of state and file with a certificate of g…

A foreign cooperative may apply for a certificate of authority under any name that would be available to a domestic cooperative, whether the name is the name under which it is authorized in its jurisdiction of origin. A trade name must be registered as provided in chapter 47-25 w…

Upon issuance of the secretary of state's certificate of authority, a foreign cooperative is entitled to all rights, exemptions, and privileges of a cooperative organized for the same purposes under the laws of this state. 10-15-52.1. Merger of foreign cooperative authorized to t…

Repealed by S.L. 1993, ch. 88, § 10.

A foreign cooperative authorized to transact business in this state must procure an amended certificate of authority if it changes its cooperative name or desires to pursue in this state purposes other than those set forth in its prior application for a certificate of authority b…

A foreign cooperative 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 such certificate of withdrawal, such foreign cooperative shall deliver to the secretary of …

An application by a foreign cooperative for withdrawal must be delivered to the secretary of state. If the secretary of state finds that the application conforms to the provisions of section 10-15-52.4 and that all fees have been paid, the secretary of state shall endorse on the …

As provided in section 10-01.1-11: 1. A foreign cooperative authorized to transact business in this state may change its registered office, its registered agent, or both; and 2. A registered agent of a foreign cooperative may resign.

1. The certificate of authority of a foreign cooperative to transact business in this state may be revoked by the secretary of state if: a. The foreign cooperative has failed to: (1) Appoint and maintain a registered agent, and if a noncommercial registered agent, then the regist…

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…

1. A cooperative and a foreign cooperative shall file an annual report signed by a principal officer or the general manager setting forth: a. Its name and complete address of its principal place of business. b. The names and addresses of its directors and principal officers. c. I…

No document may be filed or recorded nor any certificate issued until all fees therefor have been paid. Any fee or penalty due under this chapter may be recovered in a suit brought by the attorney general in the name of the state. The secretary of state shall charge and collect f…

No act and no transfer of property to or by a cooperative is invalid because made in excess of the cooperative's power, except that such lack of power may be asserted in a proceeding by: 1. A member, stockholder, or director against the cooperative to enjoin any act or any transf…

1. No action may be instituted or maintained in the right of any association by a member or stockholder unless the member or stockholder: a. Alleges in a complaint that the person was a member or registered stockholder when any part of the transaction of which the person complain…

The secretary of state may provide forms for any document to be filed in the secretary of state's office under this chapter.

With respect to correction of a filed record: 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…

1. The term "cooperative", or any variation thereof, may be used either by any association organized under this chapter or under other laws of this state relating to cooperative corporations. 2. No other person may use the term "cooperative", or any variation thereof, as part of …

No association organized under this chapter shall be deemed to be a combination in restraint of trade or an illegal monopoly, or an attempt to lessen competition or fix prices arbitrarily. The marketing contracts or agreements between any such association and its members, or any …

All foreign and domestic cooperatives are governed by the provisions of this chapter except that they shall not apply to cooperatives governed by title 26 or by chapters 6-06, 10-12, 10-13, 36-08, or 49-21, except when the laws governing such associations clearly adopt or refer t…

This chapter may be cited as the North Dakota Cooperative Association Act.

Any social security number or federal tax identification number disclosed or contained in any document 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 num…

Upon an affidavit made by the secretary of the corporation that the stock and transfer book has been lost and that the names and addresses of the stockholders and the total number of shares issued and outstanding are unknown, in whole or in part, or showing that the records of st…

For the purposes of this chapter, a stockholder shall register the stockholder's shares by presenting to the corporation at the address stated the stock certificates representing the shares of stock owned by such stockholder. The secretary of the corporation, or any other officer…

The notice to stockholders shall be published once a week for four successive weeks in a newspaper of general circulation in the county in which the corporation has its principal office or place of business in the state, as set forth in the charter, and a copy of the notice shall…

At the expiration of the time fixed in said notice, the secretary of the corporation, or any other officer or director authorized to make the affidavit to the secretary of state, shall furnish the stock and transfer list prepared by the person to the secretary of state, together …

Nothing herein contained shall be construed to prevent any stockholder from proving the stockholder's right to the ownership of shares of stock in an action brought for that purpose in any court of record of this state. Any judgment of any such court shall not affect the validity…

1. Any ten or more natural persons who are residents of this state may form a state development corporation by complying with the conditions prescribed in this chapter. 2. They shall subscribe and acknowledge a certificate specifying: a. The name, the general nature of its busine…

The purpose of the corporation is to assist, encourage, and through the cooperative efforts of the institutions and corporations which from time to time become members thereof, develop and advance the business prosperity and economic welfare of this state; to encourage and assist…

Upon the filing of the articles of incorporation with the secretary of state, the secretary of state shall issue to the corporation over the great seal of the state of North Dakota a certificate that the articles containing the required state of facts have been filed in the secre…

In furtherance of the purposes for which such corporation is organized, and in addition to the powers conferred by the general laws relating to business corporations, any such corporation shall, subject to the restrictions and limitations herein contained, have the power to: 1. B…

The provisions of chapter 10-19.1 apply to state development corporations as applicable and not inconsistent with this chapter.

The capital stock of the corporation is six thousand shares of no par value, which must be issued for fifty dollars per share in cash, and four thousand shares of no par value, which may be issued for the current book value in cash.

1. All the corporate powers of the corporation shall be exercised by a board of not less than fifteen elected directors who shall be residents of North Dakota and, except in the case of the first board, representative of the various sections of the state as determined in the byla…

1. The nonstockholder members of the corporation are those national or state banks, savings banks, savings and loan associations, trust companies, stock or mutual insurance companies, the Bank of North Dakota, credit unions, and other financial institutions that apply for members…

Each year, the corporation shall set apart all of its net earnings as retained earnings. The corporation shall hold part of the retained earnings as a reserve for bad debts. The corporation may use the rest of the retained earnings in the course of its business. The amount held a…

At no time shall the total obligations of the corporation exceed twenty times the amount of the paid-in capital and surplus, not including earned surplus.

The corporation shall not deposit any of its funds in any banking institution unless such institution has been designated as a depository by a vote of a majority of the directors, exclusive of any director who is an officer or director of the depository so designated. The corpora…

Any person, firm, or limited liability company who applies for a loan or obtains money from the development corporation shall be required to invest in the stock of the corporation in an amount to be fixed by the board of directors of not less than two percent nor more than five p…

The holders of capital stock as such shall have no pre-emptive or preferential right to purchase or subscribe for any part of the unissued capital stock of the corporation of any class or for any new issue of stock of any class, whether now or hereafter authorized or issued, or t…

Notwithstanding any other statute, the notes or other interest-bearing obligations of a state development corporation, issued in accordance with this chapter and the articles of incorporation and the bylaws of the corporation, are legal investments for any banks, savings and loan…

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…

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…

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…

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…

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…

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…

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…

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…

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…