Title 4, Economic Resources

Effect of Merger. (a) When a merger takes effect: (1) the separate existence of every partnership or limited partnership that is a party to the merger, other than the surviving entity, ceases; (2) all property owned by each of the merged partnerships or limited partnerships vests…

Statement of Merger. (a) After a merger, the surviving partnership or limited partnership may file a statement that one or more partnerships or limited partnerships have merged into the surviving entity. (b) A statement of merger must contain: (1) the name of each partnership or …

Nonexclusive. This article is not exclusive. Partnerships or limited partnerships may be converted or merged in any other manner provided by law. Source: PL 15-88, § 2(908), modified. Commission Comment: The Commission changed capitalization pursuant to 1 CMC § 3806(f).

Statement of Qualification. (a) A partnership may become a limited liability partnership pursuant to this section. (b) The terms and conditions on which a partnership becomes a limited liability partnership must be approved by the vote necessary to amend the partnership agreement…

Name. The name of a limited liability partnership must end with "Registered Limited Liability Partnership," "Limited Liability Partnership," "R.L.L.P.," "L.L.P.," "RLLP," or "LLP." Source: PL 15-88, § 2(1002). Commission Comment: The Commission inserted punctuation inside quotati…

Annual Report. (a) A limited liability partnership, and a foreign limited liability partnership authorized to transact business in this Commonwealth, shall file an annual report in the office of the which contains: (1) the name of the limited liability partnership and the State o…

Law Governing Foreign Limited Liability Partnership. (a) The law under which a foreign limited liability partnership is formed governs relations among the partners and between the partners and the partnership and the liability of partners for obligations of the partnership. (b) A…

Statement of Foreign Qualification. (a) Before transacting business in this Commonwealth, a foreign limited liability partnership must file a statement of foreign qualification. The statement must contain: (1) the name of the foreign limited liability partnership which satisfies …

Effect of Failure to Qualify. (a) A foreign limited liability partnership transacting business in this Commonwealth may not maintain an action or proceeding in this Commonwealth unless it has in effect a statement of foreign qualification. (b) The failure of a foreign limited lia…

Activities Not Constituting Transacting Business. (a) Activities of a foreign limited liability partnership which do not constitute transacting business for the purpose of this article include: (1) maintaining, defending, or settling an action or proceeding; (2) holding meetings …

Action by Attorney General. The Attorney General may maintain an action to restrain a foreign limited liability partnership from transacting business in this state in violation of this article. Source: PL 15-88, § 2(1105), modified. Commission Comment: The Commission changed capi…

Uniformity of Application and Construction. This chapter shall be applied and construed to effectuate its general purpose to make uniform the law with respect to the subject of this chapter among states enacting it. Source: PL 15-88, § 2(1201), modified. Commission Comment: The C…

Applicability. (a) Before January 1, 2008, this chapter governs only a partnership formed: (1) after the effective date of this chapter; and (2) before the effective date of this chapter, that elects, as provided by subsection (c), to be governed by this Chapter. (b) On and after…

Authority of Governor to Grant Corporate Charters. The Governor may grant charters of incorporation for the establishment and functioning of business organizations, associations of persons for any lawful purpose other than pecuniary profit, cooperatives and credit unions. The Gov…

Scope and Application of Chapter; Exceptions. (a) The provisions of this chapter are applicable to every private corporation, profit or nonprofit, stock or nonstock, now existing or hereafter formed, and to the outstanding and future securities thereof, unless such corporation be…

Application for Charter. (a) An association of persons seeking a charter as a corporation shall submit for the approval of the Governor articles of incorporation which shall provide at least the following information: (1) Proposed name of the corporation; (2) Principal office or …

Audits and Inspections Authorized. (a) The Governor may appoint officers to audit and report on the accounts of corporations authorized to do business within the Commonwealth and such officers shall have the right at any and all times to inspect, examine and audit the books and a…

Use of Terms “Cooperative” and “Credit Union” Restricted. No person, firm, corporation or association hereafter organized or doing business in the Commonwealth shall be entitled to use the terms “cooperative” or “credit union” as part of its corporate name or other business name …

No Share Buyouts or Diluted Value Stock Splits or Diminished Proportional Ownership Without Permission of Shareholders. (a) It shall be unlawful for a corporation organized under the laws of the Commonwealth, to require a shareholder to sell, decrease or otherwise relinquish his …

Enjoinder of Violations. Violations of the provisions of this chapter or regulations promulgated hereunder are hereby declared to be enjoinable, and the Attorney General shall have the power to seek appropriate relief from such violations or from other corporate practices in viol…

Short Title. This part shall be known as the Commonwealth Business Corporation Regulation Act. Source: PL 10-7, § 1 (Bus. Corp. Reg. § 1.01), modified. Commission Comment: PL 10-7 took effect May 10, 1996. According to PL 10-7, §§ 1 and 3: Section 1. Regulations Enacted as Statut…

Filing Requirements. (a) A document must satisfy the requirements of this section, and of any other section that adds to or varies these requirements, to be entitled to filing by the Registrar of Corporations. (b) This part must require or permit filing the document in the office…

Forms. (a) The Registrar of Corporations may prescribe and furnish forms for: (1) An application for a certificate of existence; (2) A foreign corporation’s application for a certificate of authority to transact business in the Commonwealth; (3) A foreign corporation’s applicatio…

Filing, Service and Copying Fees. [Repealed.] Source: PL 10-7, § 1 (Bus. Corp. Reg. § 1.22), modified; repealed by PL 21-37, § 2 (Jan. 7, 2021). Commission Comment: [Historical comments removed.] PL 21-37, § 2 repealed this section and reenacted it as 4 CMC 4205; see also comment…

Effective Time and Date of Document. (a) Except as provided in subsection (b) of this section and 4 CMC § 4265(c), a document accepted for filing is effective: (1) At the time of filing on the date it is filed, as evidenced by the Registrar of Corporations date and time endorseme…

Correcting Filed Document. (a) A domestic or foreign corporation may correct a document filed by the Registrar of Corporations if the document: (1) Contains an incorrect statement or (2) Was defectively executed, sealed, verified, or acknowledged. (b) A document is corrected: (1)…

Filing Duty of Registrar of Corporations. (a) If a document delivered to the Registrar of Corporations for filing satisfies the requirements of 4 CMC § 4261, the Registrar of Corporations shall file it. (b) The Registrar of Corporations files a document by stamping or otherwise e…

Appeal from Registrar of Corporations Refusal to File Document. (a) If the Registrar of Corporations refuses to file a document delivered to his office for filing, the domestic or foreign corporation may appeal the refusal within 30 days after the return of the document to the Co…

Evidentiary Effect of Copy of Filed Document. A certificate attached to a copy of a document filed by the Registrar of Corporations, bearing his or her signature (which may be a facsimile) and the seal of the Commonwealth, is conclusive evidence that the original is on file with …

Certificate of Existence. (a) Anyone may apply to the Registrar of Corporations to furnish a certificate of existence for a domestic corporation or a certificate of authorization for a foreign corporation. (b) A certificate of existence or authorization sets forth: (1) The domest…

Penalty for Signing False Document. (a) A person commits an offense if he signs a document he knows is false in any material in respect with the intent that the document be delivered to the Registrar of Corporations for filing. (b) An offense under this section is a civil offense…

Powers. The Registrar of Corporations has the power reasonably necessary to perform the duties required by this part and any regulations promulgated thereunder. Source: PL 10-7, § 1 (Bus. Corp. Reg. § 1.30), modified. Commission Comment: For related provisions, see 4 CMC § 4201 e…

Definitions. As used in this part: (a) “Articles of incorporation” include amended and restated articles of incorporation and articles of merger. (b) “Authorized shares” means the shares of all classes a domestic or foreign corporation is authorized to issue. (c) “Commonwealth” m…

Notice. (a) Notice under this part must be in writing unless oral notice is reasonable under the circumstances. (b) Notice may be communicated by telephone, telegraph, teletype, or other form of wire or wireless communication, or by mail or private carrier. If these forms of pers…

Number of Shareholders. (a) For purposes of this part, the following identified as shareholders in the corporation’s current record of shareholders constitutes one shareholder: (1) Three or fewer co-owners; (2) A corporation, partnership, trust, estate, or other entity; (3) The t…

Short Title. This Act may be cited as the Uniform Limited Liability Company Act. Source: PL 14-11, § 3. Commission Comment: PL 14-11 was enacted on May 28, 2004 and included findings and purpose, severability, and savings clause provisions. Pursuant to its authority by 1 CMC § 38…

Definitions. In this Act: (a) “Articles of organization” means initial, amended, and restated articles of organization and articles of merger. In the case of a foreign limited liability company, the term includes all records serving a similar function required to be filed in the …

Knowledge and Notice. (a) A person knows a fact if the person has actual knowledge of it. (b) A person has notice of a fact if the person: (1) Knows the fact; (2) Has received a notification of the fact; or (3) Has reason to know the fact exists from all of the facts known to the…

Effect of Operating Agreement; Nonwaivable Provisions. (a) Except as otherwise provided in subsection (b) and (c), all members of a limited liability company may enter into an operating agreement, which need not be in writing, to regulate the affairs of the company and the conduc…

Supplemental Principles of Law. (a) Unless displaced by particular provisions of this Act, the principles of law and equity supplement this Act. (b) If an obligation to pay interest arises under this chapter and the rate is not specified, the then existing rate is that specified …

Name. (a) The name of a limited liability company must contain “limited liability company” or “limited company” or the abbreviation “L.L.C.”, “LLC”, “L.C.”, or “LC”. “Limited” may be abbreviated as “Ltd.”, and “company” may be abbreviated as “Co.”. (b) Except as authorized by sub…

Reserved Name. (a) A person may reserve the exclusive use of the name of a limited liability company, including a fictitious name for a foreign company whose name is not available, by delivering an application to the Registrar of Corporations for filing. The application must set …

Registered Name. (a) A foreign limited liability company may register its name subject to the requirements of section 4935, if the name is distinguishable upon the records of the Registrar of Corporations from names that are not available under section 4806(b). (b) A foreign limi…

Designated Office and Agent for Service of Process. (a) A limited liability company and a foreign limited liability company authorized to do business in the Commonwealth shall designate and continuously maintain in the Commonwealth: (1) An office, which need not be a place of its…

Change of Designated Office or Agent for Service of Process. A limited liability company may change its designated office or agent for service of process by delivering to the Registrar of Corporations for filing a statement of change that sets forth: (1) The name of the company; …

Resignation of Agent for Service of Process. (a) An agent for service of process of a limited liability company may resign by delivering to the Registrar of Corporations for filing a record of the statement of resignation. (b) After filing a statement of resignation, the Registra…