Title 10, Corporations

No organization created under this chapter may render professional services except through its executives, employees, and agents who are licensed to render professional services in this state. In this section, the term "employee" does not include a clerk, secretary, bookkeeper, n…

1. This chapter does not modify any law applicable to the relationship between a person furnishing professional service and a person receiving professional service, including liability arising out of the professional service, and including the confidential relationship between th…

If any executive or owner of a professional organization becomes legally disqualified to render a professional service within this state or accepts employment or is elected to a public office that, pursuant to existing law, is a restriction or limitation upon rendering of profess…

1. With respect to a professional organization in the form of a corporation: a. The articles of incorporation may provide for the purchase or redemption of the shares of any shareholder upon the death or disqualification of the shareholder, or the same may be provided for in the …

1. In the event of the death of the last or only shareholder of a professional corporation whose shares pass to heirs by intestate succession, to devisees under a last will and testament, or otherwise pass by operation of law to an individual not legally qualified to render the p…

1. With respect to a professional organization in the form of a corporation: a. Each corporation incorporated under this chapter shall file with the secretary of state an annual report at the time specified for the filing of the report by chapter 10-19.1 giving the name and resid…

1. A foreign professional organization may practice a profession in this state only through executives, owners, employees, and agents who are licensed to practice the profession in this state. The practice of a profession in this state by a foreign professional organization is su…

This chapter must be construed to effectuate its general purpose of making available to professional individuals the benefits of the corporate form, the benefits of the limited liability company form, and the benefits of the limited liability partnership form.

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…

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…

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…

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.

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…

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…

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…

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.

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.…

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…

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…

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…

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",…

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…

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…

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…

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…

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…

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…

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…

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…

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…

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 …

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…

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…

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…

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…

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.

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…

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…

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.

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.

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 …

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 …

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.

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.

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 …

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…