Title 10 — Corporations

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…

Repealed by S.L. 1993, ch. 54, § 107.

1. Dissolution proceedings commenced pursuant to section 10-19.1-107 may be revoked prior to filing of articles of dissolution. 2. Written notice must be given to every shareholder entitled to vote at a shareholders' meeting within the time and in the manner provided in section 1…

Repealed by S.L. 1993, ch. 54, § 107. 10-19.1-113.1. Filing of articles of dissolution - Effective date of dissolution - Certificate. 1. An original of the articles of dissolution must be filed with the secretary of state. If the secretary of state determines the articles of diss…

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, or for good cause shown, a shareholder or creditor may apply to a court within the county in which the principal executed of…

1. This section applies to corporations that are not publicly held corporations. 2. A court may grant any equitable relief it deems just and reasonable in the circumstances or may dissolve a corporation and liquidate its assets and business: a. In a supervised voluntary dissoluti…

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 business of the corporation until a full hearing can be …

1. A receiver must be an individual, a domestic organization, or a foreign 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 defe…

1. A corporation may be dissolved involuntarily by a decree of a court in this state in an action filed by the attorney general when it is established that: a. The articles and certificate of incorporation were procured through fraud; b. The corporation was incorporated for a pur…

1. In proceedings referred to in section 10-19.1-115 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 req…

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…

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 after the costs and expenses of the proceedings and all debts, obligations, and liabilities of the corporation have been paid or discharged and all of its remaining property and assets have been distributed to its sharehold…

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. 10-19.1-123. Deposit with administrator of abandoned…

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 10-19.1-…

After a corporation has been dissolved, any of its former officers, directors, or shareholders 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 distributions to shareholders 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 do business despite that expiration may reinstate its articles and extend the period of duration, including making the duration perpetual, within one year after the date o…

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 …

1. The corporate name: a. Must be expressed 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. Must contain the word "company", "corporation", "incorporated", "lim…

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 …

Repealed by S.L. 1999, ch. 50, § 79.

1. Subject to the constitution of this state, the laws of the jurisdiction under which a foreign corporation is incorporated govern its incorporation and internal activities. a. Nothing in this chapter authorizes this state to regulate the incorporation or internal activities of …

A foreign corporation may apply for a certificate of authority under any name that would be available to a domestic corporation, whether or not the name is the name under which it is authorized in its jurisdiction of incorporation. A trade name must be registered as provided in c…

1. An applicant for a certificate shall file with the secretary of state an application executed by an authorized person on forms prescribed by the secretary of state and setting forth: a. The name of the foreign corporation and, if different, the name under which it proposes to …

If the secretary of state finds an application for a certificate of authority conforms to law and 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 standing …

If any statement in the application for a certificate of authority by a foreign corporation is false when made or the foreign corporation changes the foreign corporation's name or purposes sought in this state, the foreign corporation promptly shall file with the secretary of sta…

A foreign corporation authorized to transact business in this state shall continuously maintain a registered agent in this state as provided in chapter 10-01.1 and, if a noncommercial registered agent, the address of such noncommercial registered agent in this state. 10-19.1-139.…

1. The exclusive right to the use of a corporate name otherwise permitted by section 10-19.1-13 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-…

1. A foreign corporation authorized to transact business 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 appli…

Repealed by S.L. 2015, ch. 86, § 24. 10-19.1-142. Foreign corporation - Transaction of business without certificate of authority. 1. A foreign corporation transacting business in this state may not maintain any claim, action, suit, or proceeding in any court of this state until i…

The attorney general may bring an action to restrain a foreign corporation from transacting business 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. 10-19.1-146. Secretary of state - Annual report of corporations and foreign corporations - Involuntary dissolution - Revocation of certificate of authority. 1. Each corporation and each foreign…