Title 10, Corporations

A plan of merger or consolidation must contain: 1. The names of the corporations proposing to merge or consolidate; 2. The name of the surviving or new corporation; 3. The terms and conditions of the proposed merger or consolidation; 4. In the case of a merger, the manner and bas…

1. A plan of merger or consolidation must be approved and adopted by each constituent corporation as provided in this section. 2. If a constituent corporation has members with voting rights with respect to mergers and consolidations as required by section 10-33-42, the board of d…

1. Upon receiving the approval required by section 10-33-87 and after compliance with section 10-33-122 and section 10-33-144, if applicable, articles of merger or consolidation must be prepared that contain: a. The plan of merger or consolidation; b. A statement that the plan ha…

1. After a plan of merger or consolidation has been approved by each constituent corporation under section 10-33-87 and before the effective date of the plan, it may be abandoned: a. If each constituent corporation has approved the abandonment at a meeting: (1) By a majority of t…

1. A merger or consolidation is effective when the articles of merger or consolidation are filed with the secretary of state or on a later date named in the articles. 2. When a merger or consolidation becomes effective: a. The constituent corporations become a single corporation,…

When an act or instrument is considered necessary or appropriate to evidence the vesting of property or other rights in the single corporation, the persons with authority to do so under the articles or bylaws of each constituent corporation shall do the act or execute and deliver…

1. A corporation may merge or consolidate with a foreign corporation by following the procedures set forth in this section, if the merger or consolidation is permitted by the laws of the state under which the foreign corporation is incorporated. 2. Each corporation shall comply w…

Notwithstanding any provision of chapter 10-19.1 and this chapter, a corporation conducting activities as a hospital may merge with a corporation incorporated for profit and form a corporation incorporated under this chapter. 1. Notwithstanding chapter 57-02 or any other provisio…

1. A corporation may sell, lease, transfer, dispose of, or grant a security interest in all or substantially all of the property and assets only as provided in this section. 2. Unless otherwise provided in its articles or bylaws, a corporation, by affirmative vote of a majority o…

If a corporation dissolves, merges, substantially changes the use or purposes for which the corporation will use corporate assets, consolidates, transfers corporate assets, or grants a mortgage or other security interest in corporate assets, assets of the corporation or a constit…

1. Subject to section 10-33-122, a corporation may be dissolved: a. By the incorporators under section 10-33-97; b. By the board and members with voting rights under sections 10-33-98 through 10-33-103; or c. By order of a court under sections 10-33-106 through 10-33-113. 2. A co…

1. If the first board has not been named in the articles, designated or appointed pursuant to the articles, or elected under section 10-33-25, a corporation may be dissolved by the incorporators as provided in this section. 2. A majority of the incorporators shall sign articles o…

1. A corporation may be dissolved by the board and members with voting rights as provided in this section. 2. The board shall adopt a resolution proposing dissolution of the corporation by the affirmative vote of a majority of all directors. a. The resolution must include a plan …

1. If dissolution of the corporation is approved under section 10-33-98, the corporation shall: a. File with the secretary of state, together with the fees provided in section 10-33-140, a notice of intent to dissolve which must contain: (1) The name of the corporation; (2) The d…

In this chapter, unless the content otherwise requires: 1. "Real estate investment trust" means an unincorporated trust or association formed under this chapter under which property is acquired, held, managed, administered, controlled, invested, or disposed of by trustees for the…

A real estate investment trust is a permitted form of an unincorporated trust or association and may conduct business in this state in accordance with this chapter.

The legislative assembly reserves the right to amend or repeal the provisions of this chapter. A real estate investment trust formed under or governed by this chapter is subject to this reserved right.

1. This chapter does not limit any law as that law applies to the creation of or doing business in this state by a common-law trust, business trust, or Massachusetts trust. 2. A provision of this chapter is unenforceable if it makes a real estate investment trust unable to qualif…

1. A real estate investment trust may not do business in this state until it complies with this title. 2. Each real estate investment trust shall continuously maintain a registered agent as provided by chapter 10-01.1, and if a noncommercial registered agent, then the address of …

Any registration of a real estate investment trust filed under this chapter must be renewed every five years from the date of the initial filing. The statement of renewal must be executed by the real estate investment trust on forms prescribed and furnished by the secretary of st…

Any process, notice, or demand required or permitted by law to be served on the real estate investment trust or trustee may be served on the real estate investment trust and any nonresident trustee as provided in section 10-01.1-13.

A real estate investment trust has the power to: 1. Unless the declaration of trust provides otherwise, have perpetual existence unaffected by any rule against perpetuities. 2. Sue, be sued, complain, and defend in all courts. 3. Transact its business, carry on its operations, an…

1. A real estate trust shall hold at least seventy-five percent of the value of its assets in real estate assets, government securities, cash, and cash items, including receivables. 2. A real estate investment trust, whether domestic or foreign, may not own, use, or apply land wi…

The secretary of state shall charge and collect the following fees with respect to real estate investment trusts: 1. Filing a registration of a real estate investment trust, one hundred ten dollars. 2. Filing any amendment changing the registered agent or registered office, the f…

This chapter may be cited as the "North Dakota Publicly Traded Corporations Act".

For purposes of this chapter, unless the context otherwise requires: 1. "Beneficial owner", "owns beneficially", and similar terms have the same meaning as in the rules and regulations of the commission under section 13 of the Exchange Act. 2. "Commission" means the United States…

1. This chapter applies only to a publicly traded corporation meeting the definition of a "publicly traded corporation" in section 10-35-02 during such time as its articles state that it is governed by this chapter. 2. The existence of a provision of this chapter does not of itse…

1. Chapter 10-19.1 applies generally to all publicly traded corporations, except that the provisions of this chapter control over any inconsistent provision of chapter 10-19.1. 2. A publicly traded corporation is a "publicly held corporation" as that term is used in chapter 10-19…

1. Any shareholder of a publicly traded corporation may propose the adoption, amendment, or repeal of a bylaw. 2. Subdivision c of subsection 3 of section 10-19.1-31 shall not apply to a publicly traded corporation except that a provision of the articles or bylaws authorized by s…

1. The articles or bylaws of a publicly traded corporation may not fix a term for directors longer than one year. 2. The articles or bylaws of a publicly traded corporation may not stagger the terms of directors into groups whose terms end at different times. 3. The size of the b…

1. A publicly traded corporation may not require a shareholder or beneficial owner of shares to provide notice of an intention to nominate a candidate for election as a director except as provided in a provision of the articles or bylaws that satisfies the requirements of this se…

1. If a qualified shareholder provides notice of an intention to nominate one or more candidates for election to the board of directors that satisfies both section 10-35-07 and this section, the publicly traded corporation must: a. Include the name of each nominee and a statement…

1. After a quorum is established at a meeting of the shareholders of a publicly traded corporation at which directors are to be elected, the polls must be opened for the election of directors before the meeting may be recessed or adjourned. If the polls have not been previously c…

1. A shareholder of a publicly traded corporation who nominates one or more candidates for election as directors who are not nominated by management or the board of directors must be reimbursed by the corporation for the reasonable actual costs of solicitation of proxies incurred…

Neither the articles nor the bylaws of a publicly traded corporation may provide a quorum or voting requirement: 1. For the board or a committee of the board that is greater than a majority of the number of directors that would constitute the full board or committee assuming ther…

1. Unless directors are elected by consent in lieu of a regular meeting as provided in subsection 5 of section 10-35-09, a publicly traded corporation must hold a meeting of shareholders annually for the election of directors and the conduct of such other business as may be prope…

1. A publicly traded corporation shall hold a special meeting of shareholders upon the demand of its shareholders as provided in section 10-19.1-72, except that, regardless of the purpose for the meeting, the shareholders demanding the meeting must own beneficially ten percent or…

1. A publicly traded corporation may not require a shareholder or beneficial owner to provide notice of an intention to propose a matter for consideration or a vote at a regular meeting of shareholders except as provided in a provision of the article or bylaws that satisfies the …

1. A proposal of an amendment of the articles of a publicly traded corporation by a shareholder or shareholders under subsection 2 of section 10-19.1-19 need not include more than: a. The name of the shareholder or the names of the members of the group of shareholders; b. A state…

1. If the articles or bylaws of a publicly traded corporation have a provision for advance notice authorized by section 10-35-07 or 10-35-14, a regular meeting of shareholders of the corporation may not be convened unless the corporation has announced the date of the meeting in t…

1. An issuance by a publicly traded corporation of shares, or other securities convertible into or rights exercisable for shares, in a transaction or a series of integrated transactions, requires approval of the shareholders if the voting power of the shares that are issued or is…

Unless otherwise provided in the articles, a shareholder of a publicly traded corporation does not have the pre-emptive rights provided in section 10-19.1-65.

1. There must be a presiding officer at every meeting of the shareholders of a publicly traded corporation. The presiding officer must be appointed in the manner provided in the articles or bylaws or, in the absence of such a provision, by the board before the meeting or by the s…

1. An action required or permitted to be taken at a meeting of the shareholders of a publicly traded corporation may be taken without a meeting by one or more records signed by shareholders who own voting power equal to the voting power that would be required to take the same act…

Section 10-19.1-85 does not apply to a publicly traded corporation.

1. If a publicly traded corporation adopts, creates, or issues a poison pill without a vote of its shareholders authorizing that action, the poison pill must expire or be redeemed and will otherwise be of no further force or effect not later than the earlier of: a. One year after…