Title 10 — Corporations
47 chapters · 661 sections in this title.
N.D.C.C. § 10-32.1-24 Statement of authority
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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 …
N.D.C.C. § 10-32.1-25 Statement of denial
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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…
N.D.C.C. § 10-32.1-26 Liability of members, managers, and governors
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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…
N.D.C.C. § 10-32.1-27 Becoming a member
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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…
N.D.C.C. § 10-32.1-28 Form of contribution
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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.
N.D.C.C. § 10-32.1-29 Liability for contributions
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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…
N.D.C.C. § 10-32.1-30 Sharing of and right to distributions before dissolution
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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…
N.D.C.C. § 10-32.1-30.1 Sharing of profits and loss
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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…
N.D.C.C. § 10-32.1-31 Limitations on distribution
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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 …
N.D.C.C. § 10-32.1-32 Liability for improper distributions
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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-…
N.D.C.C. § 10-32.1-33 Direct action by a member
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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…
N.D.C.C. § 10-32.1-34 Derivative action
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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 …
N.D.C.C. § 10-32.1-35 Proper plaintiff
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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…
N.D.C.C. § 10-32.1-36 Pleading
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In a derivative action under section 10-32.1-34, the complaint must state with particularity: 1. The date and content of the demand of the plaintiff and the response to the demand by the other members, managers, or board of governors; or 2. If a demand has not been made, the reas…
N.D.C.C. § 10-32.1-37 Special litigation committee
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1. If a limited liability company is named as or made a party in a derivative proceeding, then the company may appoint a special litigation committee to investigate the claims asserted in the proceeding and determine whether pursuing the action is in the best interests of the com…
N.D.C.C. § 10-32.1-38 Proceeds and expenses
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1. Except as otherwise provided in subsection 2: a. Any proceeds or other benefits of a derivative action under section 10-32.1-34, whether by judgment, compromise, or settlement, belong to the limited liability company and not to the plaintiff; and b. If the plaintiff receives a…
N.D.C.C. § 10-32.1-39 Management of a limited liability company
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1. A limited liability company is a member-managed limited liability company unless the operating agreement: a. Expressly provides that: (1) The company is or will be "manager-managed" or "board-managed"; (2) The company is or will be "managed by managers" or "managed by a board"…
N.D.C.C. § 10-32.1-40 Indemnification and insurance
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1. For purposes of this section, unless the context otherwise requires: a. "Limited liability company" includes a domestic or foreign limited liability company that was the predecessor of the limited liability company referred to in this section in a merger or other transaction i…
N.D.C.C. § 10-32.1-41 Standards of conduct for members, managers, and governors
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1. A member of a member-managed limited liability company owes to the company and, subject to subsection 2 of section 10-32.1-33, the other members the fiduciary duties of loyalty and care stated in subsections 2 and 3. 2. The duty of loyalty of a member in a member-managed limit…
N.D.C.C. § 10-32.1-43 Nature of a transferable interest
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A transferable interest is personal property.
N.D.C.C. § 10-32.1-44 Transfer of a transferable interest
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1. A transfer, in whole or in part, of a transferable interest: a. Is permissible; b. Does not by itself cause the dissociation of a member or a dissolution and winding up of the activities of the limited liability company; and c. Subject to section 10-32.1-46, does not entitle t…
N.D.C.C. § 10-32.1-45 Charging order
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1. On application by a judgment creditor of a member or transferee and following notice to the limited liability company of the application, a court may enter a charging order against the transferable interest of the judgment debtor for the unsatisfied amount of the judgment. 2. …
N.D.C.C. § 10-32.1-46 Power of the personal representative of a deceased member
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If a member dies, then the personal representative of the deceased member or other legal representative may exercise the rights of a transferee provided in subsection 3 of section 10-32.1-44, and, for the purposes of settling the estate, the rights of a current member under secti…
N.D.C.C. § 10-32.1-47 Power of a member to dissociate - Wrongful dissociation
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1. A person has the power to dissociate as a member at any time, rightfully or wrongfully, by withdrawing as a member by express will under subsection 1 of section 10-32.1-48. 2. The dissociation of a person from a limited liability company is wrongful only if the dissociation: a…
N.D.C.C. § 10-32.1-48 Events causing dissociation
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A person is dissociated as a member from a limited liability company when: 1. The company has notice of the express will of the person to withdraw as a member, but, if the person specified a withdrawal date later than the date the company had notice, then on that later date; 2. A…
N.D.C.C. § 10-32.1-49 Effect of the dissociation of a person as member
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1. When a person is dissociated as a member of a limited liability company: a. The right of the person to participate as a member in the management and conduct of the activities of the company terminates; b. If the company is member-managed, then the fiduciary duties of the perso…
N.D.C.C. § 10-32.1-50 Events causing dissolution
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1. A limited liability company is dissolved, and its activities must be wound up, upon the occurrence of any of the following: a. An event or circumstance that the operating agreement states causes dissolution; b. The consent of all the members; c. Following the admission of the …
N.D.C.C. § 10-32.1-51 Winding up
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1. A dissolved limited liability company shall wind up its activities, and the company continues after dissolution only for the purpose of winding up. 2. In winding up its activities, a limited liability company: a. Shall discharge the debts, obligations, or other liabilities of …
N.D.C.C. § 10-32.1-52 Known claims against a dissolved limited liability company
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1. Except as otherwise provided in subsection 4, a dissolved limited liability company may give notice of a known claim under subsection 2 that has the effect as provided in subsection 3. 2. A dissolved limited liability company may in a record notify its known claimants of the d…
N.D.C.C. § 10-32.1-53 Other claims against a dissolved limited liability company
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1. A dissolved limited liability company may publish notice of its dissolution and request persons having claims against the company to present them according to the notice. 2. The notice authorized by subsection 1 must: a. Be published at least once in a newspaper of general cir…
N.D.C.C. § 10-32.1-55 Merger, conversion, and domestication - Definitions
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For the purposes of sections 10-32.1-55 through 10-32.1-71, unless the context otherwise requires: 1. "Constituent limited liability company" means a constituent organization that is a limited liability company. 2. "Constituent organization" means an organization that is party to…
N.D.C.C. § 10-32.1-56 Merger and exchange
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1. A limited liability company may merge with one or more other constituent organizations pursuant to this section, sections 10-32.1-55 through 10-32.1-59, 10-32.1-71, and a plan of merger if: a. The governing statute of each of the other organizations authorizes the merger; b. T…
N.D.C.C. § 10-32.1-58 Filings required for a merger or exchange - Effective date
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1. After each constituent organization has approved a plan of merger or exchange, articles of merger or exchange must be signed on behalf of: a. Each constituent limited liability company, as provided in subsection 47 of section 10-32.1-02; and b. Each other constituent organizat…
N.D.C.C. § 10-32.1-59 Effect of a merger
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1. When a merger becomes effective: a. The surviving organization continues or comes into existence; b. Each constituent organization that merges into the surviving organization ceases to exist as a separate entity; c. All property owned by each constituent organization that ceas…
N.D.C.C. § 10-32.1-60 Effect of an exchange
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When an exchange becomes effective, the membership interests in a limited liability company to be exchanged under the terms of the plan are considered to be exchanged. The members owning those membership interests are entitled only to the ownership interests, securities, money, o…
N.D.C.C. § 10-32.1-61 Conversion
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1. An organization other than a limited liability company may convert to a limited liability company, and a limited liability company may convert to another organization other than a general partnership as provided in this section, sections 10-32.1-62 through 10-32.1-66, and 10-3…
N.D.C.C. § 10-32.1-62 Plan of conversion
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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…
N.D.C.C. § 10-32.1-63 Plan approval and amendment
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1. If the converting organization is a limited liability company, then: a. A resolution containing or amending the plan of conversion must be approved by an act of the board of the converting limited liability company and must then be approved by an act of its members. (1) In the…
N.D.C.C. § 10-32.1-64 Articles of conversion
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1. Upon receiving the approval required by section 10-32.1-63, 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 organizati…
N.D.C.C. § 10-32.1-65 Abandonment of a conversion
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1. If the articles of conversion have not been filed with the secretary of state, and: a. If the converting organization is a limited liability company, then: (1) Before a plan of conversion has been approved by the converting limited liability company as provided in section 10-3…
N.D.C.C. § 10-32.1-66 Effective date of conversion - Effect
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1. A conversion is effective when the filing requirements of subsection 2 of section 10-32.1-64 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 organiza…
N.D.C.C. § 10-32.1-67 Domestication
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1. A foreign limited liability company may become a limited liability company pursuant to this section, sections 10-32.1-67 through 10-32.1-71, and a plan of domestication if: a. The governing statute of the foreign limited liability company authorizes the domestication; b. The d…
N.D.C.C. § 10-32.1-69 Filings required for domestication - Effective date
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1. After a plan of domestication is approved, a domesticating company shall file with the secretary of state articles of domestication, together with the fees provided under section 10-32.1-92, which articles of domestication must include: a. A statement, as the case may be, that…
N.D.C.C. § 10-32.1-70 Effect of domestication
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1. When a domestication takes effect: a. The domesticated company is for all purposes the company that existed before the domestication; b. All property owned by the domesticating company remains vested in the domesticated company; c. All debts, obligations, or other liabilities …
N.D.C.C. § 10-32.1-72 Foreign limited liability company - Governing law
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1. The law of the state or other jurisdiction under which a foreign limited liability company is formed governs: a. The internal affairs of the company; and b. The liability of a member as member, a manager as manager, and a governor as governor for the debts, obligations, or oth…
N.D.C.C. § 10-32.1-73 Foreign limited liability company - Name
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A foreign limited liability company may apply for a certificate of authority under any name that would be available to a domestic limited liability company, whether or not the name is the name under which it is authorized in its jurisdiction of organization. A trade name must be …
N.D.C.C. § 10-32.1-75 Foreign limited liability company - Application for a certificate of authority
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1. An applicant for the certificate shall file with the secretary of state a certificate of status from the filing office in the jurisdiction in which the foreign limited liability company is organized and an application executed by an authorized person and setting forth: a. The …
N.D.C.C. § 10-32.1-76 Foreign limited liability company - Issuance of a certificate of authority
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If the secretary of state finds that an application for a certificate of authority conforms to law and all fees provided in section 10-32.1-92 have been paid, then the secretary of state shall: 1. Endorse on the application the word "filed" and the date of the filing; 2. File the…
N.D.C.C. § 10-32.1-78 Foreign limited liability company - Registered agent - Registered office
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A foreign limited liability company authorized to transact business in this state shall continuously maintain a registered agent and registered office in this state as provided in chapter 10-01.1. 10-32.1-79. Foreign limited liability company - Merger of a foreign limited liabili…
N.D.C.C. § 10-32.1-81 Foreign limited liability company - Certificate of withdrawal
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1. A foreign limited liability company 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 limited liability company shall file with the…