North Dakota Code 10-19.1-146.1 – Secretary of state – Involuntary dissolution – Revocation of certificate of authority
1. With respect to involuntary dissolution of a corporation by the secretary of state:
Terms Used In North Dakota Code 10-19.1-146.1
- Affidavit: A written statement of facts confirmed by the oath of the party making it, before a notary or officer having authority to administer oaths.
- Amendment: A proposal to alter the text of a pending bill or other measure by striking out some of it, by inserting new language, or both. Before an amendment becomes part of the measure, thelegislature must agree to it.
- 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.
- Jurisdiction: (1) The legal authority of a court to hear and decide a case. Concurrent jurisdiction exists when two courts have simultaneous responsibility for the same case. (2) The geographic area over which the court has authority to decide cases.
- 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
a. A corporation may be involuntarily dissolved by the secretary of state if:
(1) The corporation has failed to appoint and maintain a registered agent and registered office as provided in section 10-19.1-15; or
(2) A misrepresentation has been made of any material matter in any application, report, affidavit, or other record submitted by the corporation pursuant to this chapter.
b. A corporation may not be dissolved by the secretary of state as provided for in this section unless:
(1) The secretary of state has given the corporation not less than sixty days’ notice by mail addressed to its registered agent at the registered office in this state or, if the corporation does not maintain a registered agent in this state, the notice must be mailed to its principal office; and
(2) During the sixty-day period, the corporation has failed to:
(a) File the report of change as provided in chapter 10-01.1 regarding the registered office or the registered agent; (b) File any other required record; or
(c) Correct the misrepresentation.
c. Upon expiration of sixty days after the mailing of the notice, the existence of the corporation ceases. The secretary of state shall issue a notice of dissolution and shall mail the notice addressed to its registered agent at the registered office in this state or, if the corporation does not maintain a registered agent in this state, the notice must be mailed to its principal office.
2. With respect to the revocation of a certificate of authority of a foreign corporation by the secretary of state:
a. The certificate of a foreign corporation to transact business in this state may be revoked by the secretary of state if:
(1) The foreign corporation has failed to:
(a) Appoint and maintain a registered agent and registered office as provided in section 10-19.1-138; (b) File with the secretary of state any amendment to its application for a certificate of authority as provided in section 10-19.1-137; (c) File with the secretary of state any merger as provided in section 10-19.1-139; or
(d) File with the secretary of state an application for certificate of withdrawal of its authority as provided in section 10-19.1-140 when the corporation’s existence has expired or the foreign corporation has been dissolved in the jurisdiction of the foreign corporation; or
(2) A misrepresentation has been made of any material matter in any application, report, affidavit, or other record submitted by the foreign corporation under this chapter.
b. A certificate of authority may not be revoked by the secretary of state as provided for in this section unless:
(1) The secretary of state has given the foreign corporation not less than sixty days’ notice by mail addressed to its registered agent at the registered office in this state or, if the corporation failed to maintain a registered agent in this state, the notice must be mailed to its principal office; and
(2) During the sixty-day period, the foreign corporation has failed to:
(a) File the report of change as provided in chapter 10-01.1 regarding the registered office or the registered agent; (b) File any amendment; (c) File any merger; (d) File an application for withdrawal; (e) File any other required record; or
(f) Correct the misrepresentation.
c. Upon expiration of sixty days after the mailing of the notice, the authority of the foreign corporation to transact business in this state ceases. The secretary of state shall issue a notice of revocation and shall mail the notice to the registered agent at the registered office in this state or, if the foreign corporation failed to maintain a registered agent in this state, the notice must be mailed to its principal office.
3. If the corporation or foreign corporation files a report of change relating to the registered agent or any other required record or correction of a misrepresentation after the notice with the fee provided for in section 10-19.1-147, the secretary of state shall restore the certificate of incorporation or authority to good standing. Until restored to good standing, the secretary of state may not accept for filing any document respecting the corporation or foreign corporation except those incident to its dissolution or withdrawal.