Title 10, Corporations

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…

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…

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…

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.

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 …

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.

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…

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…

1. A foreign corporation conducting activities in this state may not maintain any action, suit, or proceeding in any court of this state until it possesses a certificate of authority. 2. The failure of a foreign corporation to obtain a certificate of authority does not impair the…

1. The following activities of a foreign corporation, among others, do not constitute conducting activity within the meaning of this chapter: a. Maintaining, defending, or settling any proceeding; b. Holding meetings of its members or carrying on any other activities concerning i…

The attorney general may bring an action to restrain a foreign corporation from conducting activity in this state in violation of this chapter.

Service of process on a foreign corporation must be as provided in section 10-01.1-13.

1. Each corporation, and each foreign corporation authorized to conduct activities in this state, shall file, within the time provided in subsection 3, an annual report setting forth: a. The name of the corporation or foreign corporation and the state or country under the laws of…

The articles of a corporation may be amended at any time to include or modify any provision that is required or permitted to appear in the articles or to omit any provision not required to be included in the articles, except that when articles are amended to restate them, the nam…

1. The secretary of state shall charge and collect for: a. Filing articles of incorporation and issuing a certificate of incorporation, forty dollars. b. Filing articles of amendment, twenty dollars. c. Filing statement of correction, twenty dollars. d. Filing restated articles o…

1. The secretary of state may administer this chapter. 2. The secretary of state may propound to any corporation or foreign corporation that is subject to this chapter and to any officer, director, or employee thereof any interrogatory as may be reasonably necessary and proper to…

1. A record authorized or required to be delivered to the secretary of state for filing 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 secretary of …

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. With respect to involuntary dissolution of a corporation by the secretary of state: a. A corporation may be involuntarily dissolved by the secretary of state if: (1) The corporation has failed to appoint and maintain a registered agent and registered office as provided in sect…

1. All certificates issued by the secretary of state and all copies of records filed in accordance with this chapter, when certified by the secretary of state, may be taken and received in all courts, public offices, and official bodies as evidence of the facts stated. 2. A certi…

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…

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…

1. A nonprofit corporation operating or controlling a hospital or nursing home shall notify the attorney general in writing before closing an agreement or a transaction that will: a. Sell, lease, transfer, exchange, option, convey, or otherwise dispose of to a for-profit corporat…

1. Upon receipt of a notice under section 10-33-144, the attorney general may review and investigate the proposed agreement or transaction and may require the nonprofit corporation or entity operating or controlling a hospital or nursing home and the other parties to the agreemen…

Within ninety days of receipt of the written notice required under section 10-33-144, and such other additional extension of time permitted or provided under section 10-33-144, the attorney general shall notify, in writing, the nonprofit corporation or entity operating or control…

The attorney general may bring proceedings to secure compliance with sections 10-33-144 through 10-33-149 in the district court of the county in which the hospital or nursing home is located. If the attorney general determines consummation of the proposed transaction or agreement…

In discharging the attorney general's responsibilities under sections 10-33-144 through 10-33-149, and in connection with the public hearing provided for in section 10-33-146, the attorney general may conduct investigations, issue subpoenas to any person directly related to the p…

Sections 10-33-144 through 10-33-148 are in addition to, and do not supersede, any other authority of the attorney general established by statute, case law, or common law.

1. A majority of incorporators may amend the articles by written action if no directors are named in the original articles, if no directors have been elected, and if there are no members with voting rights. A majority of directors may amend the articles if there are no members wi…

When an amendment has been adopted, articles of amendment must be prepared that contain: 1. The name of the corporation. 2. The amendment adopted. 3. The date of the adoption of the amendment pursuant to this chapter. 4. If the amendment restates the articles in their entirety, a…

1. An amendment does not affect an existing cause of action in favor of or against the corporation, nor a pending suit to which the corporation is a party, nor the existing rights of persons other than members. 2. If the corporate name is changed by the amendment, a suit brought …

An original of the articles of amendment must be filed with the secretary of state. If the secretary of state finds that the articles of amendment conform to the filing requirements of this chapter and that all fees have been paid as provided in section 10-33-140, then the articl…

The articles of amendment are effective upon acceptance by the secretary of state or at another time within thirty days after acceptance if the articles of amendment so provide.

1. Whenever a plan of reorganization of a corporation has been confirmed by decree or order of a court of competent jurisdiction in proceedings for the reorganization of the corporation, pursuant to the provisions of any applicable statute of the United States relating to reorgan…

1. A corporation has the powers set forth in this section, subject to any limitations provided in any other statute of this state or in its articles. 2. A corporation has perpetual duration. 3. A corporation may sue and be sued, complain and defend and participate as a party or o…

A corporation may, but need not, have a corporate seal. The use or nonuse of a corporate seal does not affect the validity, recordability, or enforceability of a record or act. If a corporation has a corporate seal, the use of the seal by the corporation on a record is not necess…

No act of a corporation and no conveyance or transfer of real or personal property to or by a corporation is invalid by reason of the fact that the corporation was without capacity or power to do such act or to make or receive such conveyance or transfer but such lack of capacity…

All persons who assume to act as a corporation without authority are jointly and severally liable for all debts and liabilities incurred or arising as a result.

1. If the first board is not named in the articles, the incorporators may elect the first board or may act as directors with all of the powers, rights, duties, and liabilities of directors, until directors are elected. 2. After the issuance of the certificate of incorporation, th…

1. A corporation may, but need not, have bylaws. Bylaws may contain any provision relating to the management or regulation of the affairs of the corporation consistent with law or the articles, including: a. The number of directors, and the qualifications, manner of election, pow…

1. The activities and affairs of a corporation must be managed by or under the direction of a board. a. All directors are entitled to vote and have equal rights and preferences except as otherwise provided in the articles or bylaws. b. The members of the first board may be named …

With respect to the number of directors: 1. The board must consist of three or more directors, with the number specified in or fixed in accordance with the articles or bylaws. However, if the corporation has either one or two members with voting rights, the number of directors ma…

Directors must be individuals. The method of election and any additional qualifications for directors may be imposed by or in the manner provided in the articles or bylaws.

1. With respect to length of terms: a. Directors are elected or appointed and hold office for fixed terms provided for in the articles or bylaws. A fixed term of a director, other than an ex officio director, may not exceed ten years. If the articles or bylaws do not provide for …

The expiration of a director's term with or without the election of a qualified successor does not make prior or subsequent acts of the officers or the board void or voidable.

Subject to any limitations in the articles or bylaws, the board may fix the compensation of directors.