Title 10 — Corporations

1. With or without a business purpose, a corporation may merge with another domestic or foreign organization under a plan of merger approved in the manner provided in this section and in sections 10-19.1-97 through 10-19.1-103 and in the manner provided in the governing statute o…

1. A plan of merger or exchange must contain: a. The name of the corporation and of each other constituent organization proposing to merge or participate in an exchange and: (1) In the case of a merger, the name of the surviving organization; or (2) In the case of an exchange, th…

1. A resolution containing the plan of merger or exchange must be approved by the governing body as required by section 10-19.1-46 in the case of a domestic corporation, or by the governing statute of each other constituent organization and must then be submitted at a regular or …

1. Upon receiving the approval required by section 10-19.1-98, articles of merger must be prepared which contain: a. The plan of merger; and b. A statement that the plan is approved by each constituent organization under this chapter or under its governing statute in the case of …

As used in this chapter, unless the context otherwise requires: 1. "Board of directors" means the board of directors of the corporation. 2. "Corporation" means the North Dakota development fund, incorporated, established under this chapter. 3. "North Dakota business" means a busi…

1. It is the purpose of this chapter to create a statewide nonprofit development corporation that will have the authority to take equity positions in, to provide loans to, to form a management and operations entity related to the beyond visual line of sight uncrewed aircraft syst…

A board of directors shall manage the corporation. The board of directors shall adopt and amend articles of incorporation and bylaws consistent with the purposes detailed in this chapter. The board of directors consists of eight members who shall serve three-year terms. The terms…

The corporation must be organized as a nonprofit corporation. In addition to the powers in chapter 10-33, the corporation may: 1. Cooperate, contract with, and provide funding to any private or public entity. 2. Receive appropriations from the legislative assembly and other publi…

1. The director of the department of commerce division of economic development and finance shall appoint the chief executive officer of the corporation. The board of directors shall determine minimum qualifications of all other staff positions. 2. If the chief executive officer o…

The board of directors shall establish a policy for divesting the corporation's interest in any business when certain levels of profitability are obtained.

The following records of the corporation are confidential: 1. Commercial or financial information, whether obtained by the corporation directly or indirectly, of any entity in which an equity interest is purchased or considered for purchase, to which a loan has been made, or capi…

The state auditor's office may conduct an annual audit of the financial statements of the corporation pursuant to this section. If the state auditor's office does not conduct the audit, the state auditor's office shall contract with a certified public accounting firm to audit ann…

The corporation shall prepare and publish an annual report of its activities for the information of the governor, the legislative assembly, and the public. The report must include audited financial statements of the corporation for the fiscal year covered by the report and must s…

The North Dakota development fund is established from moneys appropriated from the general fund and transfers from other funds. This is a revolving fund, and all moneys transferred into the fund, interest upon fund moneys, and payments to the fund are hereby appropriated for the …

Any political subdivision or economic development authority may adopt a minimum wage requirement for any new business or business expansion in which a majority of the capital is provided by the North Dakota development fund and its own local development funds. These wage requirem…

Expired under S.L. 2009, ch. 109, § 5.

Repealed by S.L. 2023, ch. 105, § 2.

Repealed by S.L. 2019, ch. 57, § 5.

1. To the extent permitted by federal law, any one or more banks may form a community development corporation by complying with the conditions prescribed in this chapter and subscribing and acknowledging a certificate specifying: a. The name, the general nature of its business, a…

This chapter is intended to allow all banks, including state-chartered banks, the right to form community development corporations, as defined by the federal office of the comptroller of the currency and the federal reserve. The purpose of the corporation is to assist communities…

Upon the filing of the articles of incorporation with the secretary of state, the secretary of state shall issue to the corporation over the great seal of the state a certificate that the articles containing the required documents have been filed in the secretary of state's offic…

In furtherance of the purposes for which the corporation is organized, and in addition to the powers conferred by the general laws relating to business corporations, a corporation may: 1. Borrow money and otherwise incur indebtedness for any of the purposes of the corporation and…

1. All the corporate powers of the corporation must be exercised by a board of no fewer than five elected directors who must be residents of this state. The number of directors and their term of office must be determined in the bylaws. If any vacancy occurs in the board of direct…

Each year, the corporation shall set apart all of its net earnings as retained earnings. The corporation shall hold part of the retained earnings as a reserve for bad debts. The corporation may use the rest of the retained earnings in the course of its business. The amount held a…

The total obligations of the corporation may not exceed twenty times the amount of the paid-in capital and surplus, not including earned surplus.

The corporation may not deposit any of its funds in any financial institution unless the institution has been designated as a depository by a vote of a majority of the directors, exclusive of any director who is an officer or director of the depository so designated. The corporat…

The holders of capital stock as such have no pre-emptive or preferential right to purchase or subscribe for any part of the unissued capital stock of the corporation of any class or for any new issue of stock of any class, whether now or hereafter authorized or issued, or to purc…

Notwithstanding any other statute, the notes or other interest-bearing obligations of a state development corporation, issued in accordance with this chapter and the articles of incorporation and the bylaws of the corporation, are legal investments for any bank that becomes a mem…

This chapter may be cited as the "North Dakota Uniform Limited Liability Company Act".

For purposes of this chapter, unless the context otherwise requires: 1. "Acquiring organization" means the domestic or foreign organization that acquires the ownership interests of another foreign or domestic organization in an exchange. 2. "Address" means: a. In the case of a re…

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 a fact when the person: a. Has actual knowledge of it; or b. Is deemed to know it under subdivision a of subsection 4, or law other than this chapter. 2. A person has notice of a fact when the person: a. Has reason to know the fact from all of the facts known to…

1. On or after July 1, 2015, a limited liability company may not be formed under chapter 10-32. 2. Before January 1, 2016, this chapter governs only: a. A limited liability company formed on or after July 1, 2015; and b. Except as otherwise provided in subsection 3, a limited lia…

The legislative assembly reserves the right to amend or repeal the provisions of this chapter. A limited liability company organized under or governed by this chapter is subject to this reserved right.

1. A limited liability company is an entity distinct from its members. 2. Except for a nonprofit limited liability company subject to chapter 10-36, which must comply with that chapter, a limited liability company may have any lawful purpose. 3. A limited liability company has pe…

1. Except as provided in subsection 2, a limited liability company has the capacity to sue and be sued in its own name and the power to do all things necessary or convenient to carry on its activities. With respect to loans, guarantees, and suretyship: a. Without in any way limit…

The law of this state governs: 1. The internal affairs of a limited liability company; and 2. The liability of a member as member, a manager as manager, and a governor as governor, for the debts, obligations, or other liabilities of a limited liability company.

Unless displaced by particular provisions of this chapter, the principles of law and equity supplement this chapter.

This chapter modifies, limits, and supersedes the federal Electronic Signatures in Global and National Commerce Act, United States Code, title 15, section 7001 et seq., but does not modify, limit, or supersede section 101(c) of that Act, United States Code, title 15, section 7001…

This chapter does not affect an action commenced, proceeding brought, or right accrued before this chapter takes effect. 10-32.1-102. Series of members, managers, transferable interests or assets - General powers of series - Governing authority - Distributions - Termination of se…

1. The limited liability company 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 table; b. Must contain the words "limited liability company", or must …

1. The exclusive right to the use of a limited liability company name otherwise permitted by section 10-32.1-11 may be reserved by any person. 2. The reservation is made by filing a request with the secretary of state that the name be reserved together with the fees provided in s…

1. Except as otherwise provided in subsections 2 and 3, the operating agreement governs: a. Relations among the members as members and between the members and the limited liability company; b. The rights and duties under this chapter of a person in the capacity of manager or gove…

Every limited liability company shall have a registered office and a registered agent, in the manner prescribed by chapter 10-01.1.

Every limited liability company may change its registered office or change its registered agent, and the agent may resign or change its business address or name, in the manner prescribed by chapter 10-01.1.

The registered agent of every limited liability company may resign in the manner prescribed by chapter 10-01.1. 10-32.1-19. Service of process on a limited liability company, foreign limited liability company, and nonresident managers and governors. 1. A registered agent appointe…

1. One or more individuals of the age of eighteen years or more or other persons may act as organizers to form a limited liability company by signing and filing with the secretary of state articles of organization together with the fees provided in section 10-32.1-92. 2. The arti…

1. Articles of organization may be amended or restated at any time. a. Before any contribution is reflected in the required records of a limited liability company, the articles of organization may be amended by the organizers or by the board. The articles of organization may also…

1. If a person required by this chapter to sign a record or file a record with the secretary of state does not do so, then any other person that is aggrieved may petition the appropriate court to order: a. The person to sign the record; b. The person to file the record with the s…

1. A member is not an agent of a limited liability company solely by reason of being a member. 2. The status of a person as a member does not prevent or restrict law other than this chapter from imposing liability on a limited liability company because of the conduct of the perso…