Title 4, Economic Resources

Amendment by Board of Directors and Shareholders. (a) A corporation’s board of directors may propose one or more amendments to the articles of incorporation for submission to the shareholders. (b) For the amendment to be adopted: (1) The board of directors must recommend the amen…

Voting on Amendments by Voting Groups. (a) The holders of the outstanding shares of a class are entitled to vote as a separate voting group (if shareholder voting is otherwise required by this part) on a proposed amendment if the amendment would: (1) Increase or decrease the aggr…

Amendment Before Issuance of Shares. If a corporation has not yet issued shares, its incorporators or board of directors may adopt one or more amendments to the corporation’s articles of incorporation. Source: PL 10-7, § 1 (Bus. Corp. Reg. § 10.05).

Articles of Amendment. A corporation amending its articles of incorporation shall deliver to the Registrar of Corporations for filing articles of amendment setting forth: (1) The name of the corporation; (2) The text of each amendment adopted; (3) If an amendment provides for an …

Restated Articles of Incorporation. (a) A corporation’s board of directors may restate its articles of incorporation at any time with or without shareholder action. (b) The restatement may include one or more amendments to the articles. If the restatement includes an amendment re…

Amendment Pursuant to Reorganization. (a) A corporation’s articles of incorporation may be amended without action by the board of directors or shareholders to carry out a plan of reorganization ordered or decreed by a court of competent jurisdiction under federal statute if the a…

Effect of Amendment. An amendment to articles of incorporation does not affect a cause of action existing against or in favor of the corporation, a proceeding to which the corporation is a party, or the existing rights of persons other than shareholders of the corporation. An ame…

Amendment by Board of Directors or Shareholders. (a) A corporation’s board of directors may amend or repeal the corporation’s bylaws unless: (1) The articles of incorporation or this part reserve this power exclusively to the shareholders in whole or in part; or (2) The sharehold…

Bylaws Increasing Quorum or Voting Requirement for Shareholders. (a) If authorized by the articles of incorporation, the shareholders may adopt or amend a bylaw that fixes a greater quorum or voting requirement for shareholders (or voting groups of shareholders) than is required …

Bylaw Increasing Quorum or Voting Requirement for Directors. (a) A bylaw that fixes a greater quorum or voting requirement for the board of directors may be amended or repealed: (1) If originally adopted by the shareholders, only by the shareholders; (2) If originally adopted by …

Law Governing Foreign Limited Liability Companies. (a) The laws of the state or other jurisdiction under which a foreign limited liability company is organized govern its organization and internal affairs and the liability of its managers, members, and their transferees. (b) A fo…

Application for Certificate of Authority. (a) A foreign limited liability company may apply for a certificate of authority to transact business in the Commonwealth by delivering an application to the Registrar of Corporations for filing. The application must set forth: (1) The na…

Activities Not Constituting Transacting Business. (a) Activities of a foreign limited liability company that do not constitute transacting business in the Commonwealth within the meaning of this Article include: (1) Maintaining, defending, or settling an action or proceeding; (2)…

Issuance of Certificate of Authority. Unless the Registrar of Corporations determines that an application for a certificate of authority fails to comply as to form with the filing requirements of this Act, the Registrar of Corporations, upon payment of all filing fees, shall file…

Name of Foreign Limited Liability Company. (a) If the name of a foreign limited liability company does not satisfy the requirements of section 4806, the company, to obtain or maintain a certificate of authority to transact business in the Commonwealth, must use a fictitious name …

Revocation of Certificate of Authority. (a) A certificate of authority of a foreign limited liability company to transact business in the Commonwealth may be revoked by the Registrar of Corporations in the manner provided in subsection (b) if: (1) The company fails to: (i) Pay an…

Cancellation of Authority. A foreign limited liability company may cancel its authority to transact business in the Commonwealth by filing in the office of the Registrar of Corporations a certificate of cancellation. Cancellation does not terminate the authority of the Registrar …

Effect of Failure to Obtain Certificate of Authority. (a) A foreign limited liability company transacting business in the Commonwealth may not maintain an action or proceeding in the Commonwealth unless it has a certificate of authority to transact business in the Commonwealth. (…

Action by Attorney General. The Attorney General may maintain an action to restrain a foreign limited liability company from transacting business in the Commonwealth in violation of this Article. Source: PL 14-11, § 2 (1009), modified. Commission Comment: See the comment to 4 CMC…

Application for Foreign Retiree Investment Certificate. An application to the Department of Commerce for a foreign retiree investment certificate shall be executed while the applicant is lawfully within the Commonwealth. As used in this Chapter, “department” means the Department …

Criteria for Eligibility. To be considered for eligibility for a foreign retiree investment certificate, an applicant shall submit proof as requested for the secretary’s review of the following: (a) That applicant is over the age of 55 years. (b) That the applicant has an interes…

Certification; Identification Card. After the alien applicant has submitted all documentation set forth in this Chapter, and fees as required, and is, based on a review of such documentation, determined by the secretary to be eligible for a foreign retiree investment certificate,…

Duration of Certificate. The duration of the foreign retiree investment certificate and visa issued pursuant thereto shall be five years; provided that the alien continues to comply with the standards of issuance and maintains the approved residence investment. The foreign retire…

Revocation. The secretary may revoke a foreign retiree investment certificate and visa only after conducting a hearing at which the holder appears and may present evidence of continued eligibility and finding, upon clear and convincing evidence, that the alien holder no longer ma…

Death of Foreign Retiree. Upon the death of the primary holder of a foreign retiree investment certificate and visa, the dependents of the primary holder shall be allowed to stay in the Commonwealth for the remainder of the term of such certificate and visa, or one year from the …

Two-Year Foreign Retiree Investment Certificate. There is hereby established a pilot program to permit alien retirees to live in the Commonwealth not to exceed two years subject to the provisions of this section. (a) The pilot program is limited to Japanese nationals. The Legisla…

Regulations. The Department of Commerce and the Office of the Attorney General shall consult each other to promulgate rules and regulations to implement the intent and provisions of this act as it pertains to respective functions. Source: PL 15-16, § 5. Commission Comment: See th…

Definitions. As used in this chapter: (1) For open-end plans, “annual percentage rate” means the annual percentage rate determined under section 226.14(b) of Regulation Z. For all other loans, “annual percentage rate” means the annual percentage rate determined under section 226.…

Construction of Chapter. Nothing in this chapter shall be construed or held to limit the rights, powers or privileges granted to any person by any law of the Commonwealth or of the United States whereby the loaning of money or extending of credit is regulated, provided that such …

Short Title. This chapter may be cited as the “Regulated Loan Act of 2000.” Source: PL 12-36, § 1(6952).

Incomplete Promises to Pay Prohibited. No licensee shall take any note or promise to pay in which blanks are left to be filled in after execution. Source: PL 12-36, § 1(6954).

False Advertising Prohibited. No licensee or other person shall advertise, print, display, publish, distribute or broadcast or cause or permit to be advertised, printed, displayed, published, distributed or broadcast in any manner whatsoever any statement or representation with r…

License Required for Certain Loans. No person, without first obtaining a license under this chapter, shall charge or receive, directly or indirectly, on or in connection with any loan, any interest, discount or consideration, which in the aggregate is greater than the interest, d…

Residence Qualifications of Licenses. No license shall be granted to any person unless (1) if the person is an individual, the individual is a bona fide resident of the Commonwealth; (2) if the person is a partnership or association, all members of the partnership or association …

Application for License; Initial License Fee. (1) Application for the license shall be in writing in the form prescribed by the secretary and shall contain the name and both the residence and business addresses of the applicant, and if the applicant is a partnership or associatio…

Issuance of License; Conditions. (1) Conditioned upon the applicant’s compliance with this chapter and the payment of the license fee, the secretary, within 60 days after receipt of a completed application referred to in section 60123, shall disapprove the application or shall is…

Disapproval of Application. If the secretary disapproves an application for a license, the secretary shall notify the applicant immediately, giving the reason for the disapproval. Source: PL 12-36, § 1(6959).

Form of License; Posting; Transferability. The license shall be in a form prescribed by the secretary and shall state the address of the principal place where the business is to be conducted and the full name of the licensee. The license shall be kept conspicuously posted in the …

License Fees. Each licensee shall pay to the secretary each year after the year the license is issued an annual license fee of $300. The fee shall be paid on or before March 15 of each year. Source: PL 12-36, § 1(6961).

Annual Report of Licensee; Penalty for Failure to Report. (1) On or before March 15 of each year every licensee shall file a report with the secretary giving such relevant information as the secretary may require concerning the business and operations during the preceding calenda…

Additional Licenses to Same Applicant. The secretary may issue more than one license to the same licensee if the licensee complies with all the provisions of this chapter governing an original issuance of a license for each such additional license. However, each additional licens…

Change of Place of Business. When a licensee wishes to change the principal place of business to another location, the licensee shall submit written notice thereof, together with the license, to the secretary. The secretary shall amend the license of the licensee to reflect the n…

Revocation of Licenses. (1) The secretary may revoke any license under this chapter upon 60 days notice to the licensee stating the contemplated action and the grounds therefore and upon reasonable opportunity for a hearing in connection therewith, if the secretary finds that: (a…

License Denial Procedure; Hearing. (1) If the secretary denies a license, or proposes to revoke a license, opportunity for hearing shall be accorded as provided in the Administrative Procedure Act, 1 CMC § 9101 et seq. (2) Conduct of hearing, issuance of orders and judicial revie…

Surrender of License. Any licensee may surrender any license issued to the licensee by delivering written notice to the secretary that the licensee thereby surrenders the license. However, surrender of the license shall not affect the licensee’s civil or criminal liability for ac…

Effect of Revocation or Surrender. The revocation or surrender of any license shall not impair or affect the rights or obligations of any preexisting contract between the licensee and any borrower. Source: PL 12-36, § 1(6968).