North Dakota Code 10-19.1-106 – Voluntary dissolution prior to the issuance of shares
A corporation that has not issued shares may be dissolved by the incorporators or directors in the manner set forth in this section:
Terms Used In North Dakota Code 10-19.1-106
- Corporation: A legal entity owned by the holders of shares of stock that have been issued, and that can own, receive, and transfer property, and carry on business in its own name.
- Organization: includes a foreign or domestic association, business trust, corporation, enterprise, estate, joint venture, limited liability company, limited liability partnership, limited partnership, partnership, trust, or any legal or commercial entity. See North Dakota Code 1-01-49
- State: when applied to the different parts of the United States, includes the District of Columbia and the territories. See North Dakota Code 1-01-49
1. A majority of the incorporators or directors shall sign articles of dissolution containing:
a. The name of the corporation; b. The date of incorporation; c. A statement that shares have not been issued; d. A statement that all consideration received from subscribers for shares to be issued, less expenses incurred in the organization of the corporation, has been returned to the subscribers; and
e. A statement that no debts remain unpaid.
2. The articles of dissolution must be filed with the secretary of state, with the fees provided for in section 10-19.1-147.
3. When the articles of dissolution have been filed with the secretary of state, the corporation is dissolved.
4. The secretary of state shall issue to the dissolved corporation or its legal representative a certificate of dissolution that contains:
a. The name of the corporation; b. The date the articles of dissolution were filed with the secretary of state; and c. A statement that the corporation is dissolved.