North Dakota Code 10-31-12 – Death of last or only shareholder – Amendment of articles of incorporation – Involuntary dissolution
1. In the event of the death of the last or only shareholder of a professional corporation whose shares pass to heirs by intestate succession, to devisees under a last will and testament, or otherwise pass by operation of law to an individual not legally qualified to render the professional services which the professional corporation was incorporated to perform, the heirs, devisees, or personal representative of the deceased shareholder, within six months after the date of death of the last or only shareholder, may amend the articles of incorporation to provide that the corporation must continue as a corporation under chapter 10-19.1.
Terms Used In North Dakota Code 10-31-12
- 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.
- Individual: means a human being. See North Dakota Code 1-01-49
- Intestate: Dying without leaving a will.
- 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
2. The death of the last or only shareholder of a professional corporation and the failure of the heirs, devisees, or personal representative to make an amendment within six months after the death is a ground for the involuntary dissolution of the professional corporation.
3. When notified of the facts, the secretary of state shall certify immediately the facts to the attorney general who shall take immediate appropriate action to dissolve the professional corporation.