Title 10 — Corporations

1. The secretary of state may administer this chapter. 2. The secretary of state may propound to any nonprofit limited liability company or foreign nonprofit limited liability company that is subject to this chapter and to any officer, director, or employee thereof any interrogat…

This chapter may be cited as the "North Dakota Registered Agents Act".

For purposes of this chapter, unless the context otherwise requires: 1. "Appointment of agent" means a statement appointing an agent for service of process filed by a domestic entity that is not a filing entity or a nonqualified foreign entity under section 10-01.1-12. 2. "Commer…

1. The secretary of state shall collect the following fees when a filing is made under this chapter: a. Commercial registered agent listing, one thousand dollars; b. Commercial registered agent termination statement, five hundred dollars; c. Statement of change, ten dollars excep…

Whenever a provision of this chapter, other than subdivision d of subsection 1 of section 10-01.1-11 requires that a filing state an address, the filing must state: 1. An actual street address or rural route box number in this state; and 2. A mailing address in this state if diff…

1. A registered agent filing must state: a. The name of the commercial registered agent of the represented entity; or b. If the entity does not have a commercial registered agent, then the name and address of the noncommercial registered agent of the entity. 2. The appointment of…

1. An individual residing in this state or a domestic or foreign corporation or limited liability company may become listed as a commercial registered agent by filing with the secretary of state a commercial registered agent listing statement signed by or on behalf of the person …

1. A commercial registered agent may terminate its listing as a commercial registered agent by filing with the secretary of state a commercial registered agent termination statement signed by or on behalf of the agent which states: a. The name of the agent as currently listed und…

1. A represented entity may change the information currently on file under subsection 1 of section 10-01.1-05 by filing with the secretary of state a statement of change on forms prescribed by the secretary of state and signed on behalf of the entity which states: a. The name of …

1. If a noncommercial registered agent changes its name or its address as currently in effect with respect to a represented entity pursuant to subsection 1 of section 10-01.1-05, the agent shall file with the secretary of state, with respect to each entity represented by the agen…

1. A domestic entity that is not a filing entity or a nonqualified foreign entity may file with the secretary of state a statement appointing an agent for service of process signed on behalf of the entity which states: a. The name, type, and jurisdiction of organization of the en…

The only duties under this chapter of a registered agent who has complied with this chapter are: 1. To forward to the represented entity at the address most recently supplied to the agent by the entity any process, notice, or demand that is served on the agent; 2. To provide the …

The appointment or maintenance in this state of a registered agent does not by itself create the basis for personal jurisdiction over the represented entity in this state. The address of the agent does not determine venue in an action or proceeding involving the entity.

This chapter modifies, limits, and supersedes the federal Electronic Signatures in Global and National Commerce Act [15 U.S.C. 7001 et seq.], but does not modify, limit, or supersede section 101(c) of that Act [15 U.S.C. 7001(c)] or authorize delivery of any of the notices descri…

This chapter does not affect an action or proceeding commenced or right accrued before the effective date of this chapter.

For the purposes of this chapter, unless the language or context clearly indicates that a different meaning is intended: 1. "Agricultural support services" means the business of providing aerial or surface application services for others of seed, fertilizer, pesticides, or soil a…

For land and minerals acquired after July 1, 1985, any corporation or limited liability company that acquires mineral interests through foreclosure or in lieu of foreclosure which were not specifically valued at the time the security interest in the minerals was acquired, and whi…

1. A business corporation regulated under chapter 10-19.1 may convert to a farming or ranching corporation or an authorized livestock farm corporation by adopting an amendment to its articles of incorporation or by applying for an amended certificate of authority which specifies …

1. A business limited liability company regulated under chapter 10-32.1 may convert to a farming or ranching limited liability company or an authorized livestock farm limited liability company by adopting an amendment to its articles of organization or by applying for an amended …

A corporation or limited liability company not engaged in the business of farming or ranching may own or lease farmland or ranchland, when the business of the corporation or limited liability company is conducting surface coal mining operations or related energy conversion, and w…

A corporation or limited liability company that is not engaged in the business of farming or ranching may own or lease farmland or ranchland when the land is necessary for residential or commercial development; the siting of buildings, plants, facilities, industrial parks, or sim…

In addition to the divestiture requirements of sections 10-06.1-10 and 10-06.1-24, a nonprofit organization that acquires farmland or ranchland by gift or devise after December 31, 1984, the ownership of which is not permitted under this chapter, shall divest itself of the land w…

Disapproved by R.M. June 14, 2016. 10-06.1-12.2. Authorized livestock farm corporation or authorized livestock farm limited liability company allowed to engage in the business of farming or ranching - Requirements. This chapter does not prohibit an authorized livestock farm corpo…

Chapter 10-19.1 is applicable to farming or ranching corporations and authorized livestock farm corporations, which have the powers and privileges and are subject to the duties, restrictions, and liabilities of other business corporations except when inconsistent with the intent …

Chapter 10-32.1 is applicable to farming or ranching limited liability companies and authorized livestock farm limited liability companies, which have the powers and privileges and are subject to the duties, restrictions, and liabilities of other business limited liability compan…

The provisions of chapter 47-10.1 take precedence in the event of any conflict with this chapter. 10-06.1-15.2. Initial report - Authorized livestock farm corporation shareholder and authorized livestock farm limited liability company member requirements. 1. Every authorized live…

1. a. Every corporation owning or leasing farmland or ranchland or engaged in the business of farming or ranching shall keep a record of transfers of shares or transfers of interests in the corporation. b. Every limited liability company owning or leasing farmland or ranchland or…

Every corporation or limited liability company that willfully fails to file any report required under this chapter or willfully files false information on any report required under this chapter is guilty of a class A misdemeanor.

If the secretary of state finds from the annual report that the corporation or limited liability company is not in compliance with the requirements of section 10-06.1-12 or 10-06.1-12.2, the secretary of state shall transmit the information to the attorney general and the governo…

Each year the tax commissioner shall select at random at least five percent of the income tax returns filed by corporations or limited liability companies which report on income from engaging in the business of farming or ranching and shall compare the returns with the annual rep…

Each year the attorney general shall select at random at least five percent of the total number of corporations and limited liability companies authorized under this chapter for requests for information to determine compliance with this chapter. For this purpose, the attorney gen…

1. a. The recorder shall mail or deliver a copy of every instrument filed or recorded, within thirty days after the instrument is recorded, to the attorney general if the instrument documents evidence of a lease agreement or purchase agreement pursuant to subsection 6 or 7 or if …

This chapter may be enforced in the same manner as provided in section 10-06.1-24 by any corporation or limited liability company authorized to engage in the business of farming or ranching under this chapter or any resident of legal age of a county in which the farmland or ranch…

1. If a shareholder owns less than fifty percent of the shares of a farming or ranching corporation or authorized livestock farm corporation engaged in the business of farming or ranching under this chapter, and if the terms and conditions for the repurchase of those shares by th…

1. If a member owns less than fifty percent of the membership interest of a farming or ranching limited liability company or authorized livestock farm limited liability company engaged in the business of farming or ranching under this chapter and if the terms and conditions for t…

This chapter may be cited as the "North Dakota Business Corporation Act".

For purposes of this chapter, unless the context otherwise requires: 1. "Acquiring corporation" means the domestic or foreign corporation that acquires the shares of a corporation in an exchange. 2. "Acquiring organization" means the foreign or domestic organization acquiring the…

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…

This chapter applies to all corporations for profit incorporated for a purpose or purposes for which a corporation might be incorporated under this chapter or which are incorporated under chapters 6-05, 10-06.1, 10-30, 10-31, 26-08, or any other chapter which provides that such c…

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.

Repealed by S.L. 1999, ch. 50, § 79.

After June 30, 1986, this chapter applies to all existing corporations incorporated under any chapter of this code providing for the incorporation of corporations for a purpose or purposes for which a corporation might be incorporated under this chapter or which are otherwise to …

1. If the articles of a corporation described in section 10-19.1-02 do not contain a provision specifying the proportion of the voting power of the shares required for approval of amendments to the articles, plans of merger or exchange, or sales of assets, a shareholder or shareh…

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…

Repealed by S.L. 1995, ch. 55, § 30.

A corporation may be incorporated under this chapter for any lawful business purpose or purposes, unless some other statute of this state requires incorporation for any of those purposes under a different law. Unless otherwise provided in its articles, a corporation has general b…

One or more individuals of the age of eighteen years 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 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. The address of the…

1. If either the parent or the subsidiary is a domestic organization, then a parent that is a domestic or foreign organization owning at least ninety percent of the outstanding ownership interests of each class and series of a subsidiary that is a domestic or foreign organization…