Title 10, Corporations

The provisions of chapter 47-10.1 take precedence in the event of any conflict with this chapter.

1. Every authorized livestock farm corporation or authorized livestock farm limited liability company shall file an initial report with its articles of incorporation, articles of organization, or certificate of authority. The report must be signed by the incorporators or organize…

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…

1. Except for the first annual report, the annual report of a farming or ranching corporation or a farming or ranching limited liability company engaged in the business of farming or ranching must be delivered to the secretary of state before April sixteenth of each year. The fir…

1. Except for the first annual report, the annual report of an authorized livestock farm corporation or authorized livestock farm limited liability company must be delivered to the secretary of state before April sixteenth of each year. The first annual report must be delivered b…

Any business corporation, limited liability company, or nonprofit organization not engaged in the business of farming or ranching which owns or leases a tract of farmland or ranchland which is larger than twenty acres [8.09 hectares] in size shall file with the attorney general, …

Sections 10-06.1-12, 10-06.1-15, 10-06.1-15.2, 10-06.1-17, 10-06.1-17.1, and 10-06.1-18 do not apply to nonprofit organizations or to corporations or limited liability companies such as banks, trust companies, or foundations serving in a fiduciary capacity as the personal represe…

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.

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…

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…

1. For purposes of this section: a. "Holding company" means the corporation that is or becomes the direct parent of the surviving corporation of a merger accomplished under this section. b. "Parent constituent corporation" means the parent corporation that merges with or into the…

1. After a plan of merger or exchange is approved by the owners entitled to vote on the approval of the plan as provided in section 10-19.1-98 and before the effective date of the plan, the plan may be abandoned: a. With respect to the approval of the abandonment: (1) If the owne…

1. A merger is effective when the articles of merger are filed with the secretary of state or on a later date specified in the articles of merger. An exchange is effective on the date specified in the plan of exchange. 2. When a merger becomes effective: a. The constituent organi…

When an act or record 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, bylaws, or member-control agreement of each constituent organization shall do the ac…

1. A domestic corporation may merge with, including a merger pursuant to section 10-19.1-100, or participate in an exchange with a foreign organization by following the procedures set forth in this section, if: a. With respect to a merger, the merger is permitted by its governing…

1. A corporation, by affirmative vote of a majority of the directors present upon those terms and conditions and for those considerations, which may be money, securities, or other instruments for the payment of money or other property, as the board deems expedient, and without sh…

1. An organization other than a corporation may convert to a corporation, and a corporation may convert to another organization other than a general partnership as provided in this section and sections 10-19.1-104.2 through 10-19.1-104.6 and a plan of conversion, if: a. The gover…

A plan of conversion must be in a record and must contain: 1. The name and form of the converting organization before conversion; 2. The name and form of the converted organization after conversion; 3. The terms and conditions of the proposed conversion; 4. The manner and basis o…

1. If the converting organization is a corporation, then: a. A resolution containing or amending the plan of conversion must be approved by an act of the board of the converting corporation and must then be approved by an act of its shareholders. (1) In the action by the sharehol…

1. Upon receiving the approval required by section 10-19.1-104.3, articles of conversion must be prepared in a record that must contain: a. A statement that the converting organization is being converted into another organization, including: (1) The name of the converting organiz…

1. If the articles of conversion have not been filed with the secretary of state, and: a. If the converting organization is a corporation, then: (1) Before a plan of conversion has been approved by the converting corporation as provided in section 10-19.1-104.3, it may be abandon…

1. A conversion is effective when the filing requirements of subsection 2 of section 10-19.1-104.4 have been fulfilled or on a later date specified in the articles of conversion. 2. With respect to the effect of conversion on the converting organization and on the converted organ…

A corporation may be dissolved: 1. Before the issuance of shares, pursuant to section 10-19.1-106; 2. After the issuance of shares, pursuant to sections 10-19.1-107 through 10-19.1-113.1; or 3. By order of a court pursuant to sections 10-19.1-114 through 10-19.1-122.

A corporation that has not issued shares may be dissolved by the incorporators or directors in the manner set forth in this section: 1. A majority of the incorporators or directors shall sign articles of dissolution containing: a. The name of the corporation; b. The date of incor…

After the issuance of shares, a corporation may be dissolved when authorized in the manner set forth in this section: 1. If the corporation has outstanding shares, then: a. Written notice must be given to each shareholder, whether or not entitled to vote at a meeting of sharehold…

1. If dissolution of the corporation is approved pursuant to subsections 1 and 2 of section 10-19.1-107, the corporation shall file with the secretary of state, with the fees provided in section 10-19.1-147, a notice of intent to dissolve. The notice must contain: a. The name of …

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: a. To collect or make provisions for the collection of all known debts due or owing to the cor…

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 to law and all fees are paid under section 10-19.1-147, the secretary of state shall issue a certificate of incorpora…