Title 10, Corporations

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.

1. An operating agreement of a limited liability company regulated under this chapter and not under chapter 10-06.1, 10-31, or 10-36 may establish or provide for the establishment of a designated series of members, managers, transferable interests, or assets that: a. Has separate…

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…

1. A limited liability company is bound by and may enforce the operating agreement, whether or not the company has itself manifested assent to the operating agreement. 2. A person that becomes a member of a limited liability company is deemed to assent to the operating agreement.…

1. An operating agreement may specify that its amendment requires the approval of a person that is not a party to the operating agreement or the satisfaction of a condition. An amendment is ineffective if its adoption does not include the required approval or satisfy the specifie…

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.

1. A registered agent appointed by a limited liability company or foreign limited liability company is an agent of the company for service of any process, notice, or demand required or permitted by law to be served on the company. 2. If a limited liability company or foreign limi…

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…

1. A limited liability company may file with the secretary of state a statement of authority. The statement: a. Must include the name of the company and the address of its registered office; b. With respect to any position that exists in or with respect to the company, may state …

A person named in a filed statement of authority granting that person authority may file with the secretary of state for filing a statement of denial that: 1. Provides the name of the limited liability company and the caption of the statement of authority to which the statement o…

1. The debts, obligations, or other liabilities of a limited liability company, whether arising in contract, tort, or otherwise: a. Are solely the debts, obligations, or other liabilities of the company; and b. Do not become the debts, obligations, or other liabilities of a membe…

1. If a limited liability company is to have only one member upon formation, then the person becomes a member as agreed by that person and the organizer of the company. That person and the organizer may be, but need not be, different persons. If different, then the organizer acts…

A contribution may consist of tangible or intangible property or other benefit to a limited liability company, including money, services performed, promissory notes, other agreements to contribute money or property, and contracts for services to be performed.

1. The obligation of a person to make a contribution to a limited liability company is not excused by the death, disability, or other inability of the person to perform personally. If a person does not make a required contribution, then the person or the estate of the person is o…

1. Except as provided in subsection 5 and subject to paragraphs 1 through 4 of subdivision c of subsection 4 of section 10-32.1-05, any distributions made by a limited liability company before its dissolution and winding up must be in equal shares among members and dissociated me…

Unless otherwise provided in the articles of organization, or in an operating agreement, the profits and losses of a limited liability company created after July 31, 2017, must be allocated among the members and among classes and series of members in proportion to the value of th…

1. A limited liability company may not make a distribution if after the distribution: a. The company would not be able to pay its debts as they become due in the ordinary course of the activities of the company; or b. The total assets of the company would be less than the sum of …

1. Except as otherwise provided in subsection 2, if a member of a member-managed limited liability company, manager of a manager-managed limited liability company, or governor of a board-managed limited liability company consents to a distribution made in violation of section 10-…

1. Subject to subsection 2, a member may maintain a direct action against another member, a manager, a governor, or the limited liability company to enforce the rights of the member and otherwise protect the interests of the member, including rights and interests under the operat…

A member may maintain a derivative action to enforce a right of a limited liability company if: 1. The member first makes a demand on the other members in a member-managed or board-managed limited liability company, the managers of a manager-managed limited liability company, or …

1. Except as otherwise provided in subsection 2, a derivative action under section 10-32.1-34 may be maintained only by a person that is a member at the time the action is commenced and remains a member while the action continues. 2. If the sole plaintiff in a derivative action d…