North Dakota Code 10-31-13 – Professional organizations – Annual reports – Renewal
1. With respect to a professional organization in the form of a corporation:
Terms Used In North Dakota Code 10-31-13
- 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
- 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
- Partnership: A voluntary contract between two or more persons to pool some or all of their assets into a business, with the agreement that there will be a proportional sharing of profits and losses.
- Partnership: includes a limited liability partnership registered under chapter 45-22. 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
a. Each corporation incorporated under this chapter shall file with the secretary of state an annual report at the time specified for the filing of the report by chapter 10-19.1 giving the name and residence address of each officer, director, and shareholder of the corporation at the time of filing of the report. With respect to shares, the report must include:
(1) A statement of the aggregate number of shares the corporation has authority to issue, itemized by classes, par value of shares, shares without par value, and series, if any, within a class; (2) A statement of the aggregate number of issued shares, itemized by classes, par value of shares, shares without par value, and series, if any, within a class; and
(3) If there are minority owners, a statement of the issued shares, itemized by minority owner and nonminority owner.
b. Except as provided under subsection 4, the report must include a statement that all directors and shareholders of voting shares who practice in this state are licensed to render the same specific professional services as those for which the corporation was incorporated. The report must be:
(1) Made on a form as prescribed and furnished by the secretary of state; (2) Signed as specified in subsection 2 of section 10-19.1-146; and
(3) Accompanied by the filing fee prescribed in section 10-19.1-147.
c. A copy of the report must be filed at the same time with the regulatory board that licenses the shareholders providing the corporation’s professional service. The regulatory board may not charge a filing fee.
d. A regulatory board issuing a license under section 10-31-01 shall issue a certificate required in section 10-31-02. The certificate must be on a form prescribed and furnished by the secretary of state. The regulatory board may charge and collect a fee not to exceed twenty dollars per individual certified to be licensed by the regulating board.
2. With respect to a professional organization in the form of a limited liability company:
a. Each limited liability company organized under this chapter shall file with the secretary of state an annual report at the time specified for the filing of the report by chapter 10-32.1 giving the name and residence address of all managers, governors, and members of the organization at the time of filing of the annual report.
b. Except as provided under subsection 4, the report must include a statement that all governors and members holding voting membership interests who practice in this state are licensed to render the same specific professional services as those for which the limited liability company was organized. This report must be: (1) Made on a form as prescribed and furnished by the secretary of state; (2) Signed as specified in subsection 2 of section 10-32.1-89; and
(3) Accompanied by the filing fee prescribed in section 10-32.1-92.
c. A copy of the report must be filed at the same time with the regulatory board that licenses the members providing the limited liability company’s professional service. The regulatory board may not charge a filing fee.
d. A regulatory board issuing a license under section 10-31-01 shall issue a certificate required in section 10-31-02. The certificate must be on a form prescribed and furnished by the secretary of state. The regulatory board may charge and collect a fee not to exceed twenty dollars per individual certified to be licensed by the regulatory board.
3. With respect to a professional organization in the form of a limited liability partnership:
a. The annual report filed with the secretary of state at the time specified for the filing of the report by chapter 45-22 must include the name and residence address of each partner of the organization at the time of filing of the annual report.
b. Except as provided under subsection 4, the annual report must include a statement that each partner holding voting partnership interests who practices in this state is licensed to render the same specific professional services as those for which the limited liability partnership was registered. The annual report must be:
(1) Made on a form prescribed and furnished by the secretary of state; (2) Signed as specified in subsection 2 of section 45-22-21.1; and
(3) Accompanied by the filing fee prescribed in section 45-22-22.
c. A copy of the annual report must be filed at the same time with the regulatory board that licenses the partners providing the limited liability partnership’s professional service. The regulatory board may not charge a filing fee.
d. A regulatory board issuing a license under section 10-31-01 shall issue a certificate required in section 10-31-02. The certificate must be on a form prescribed and furnished by the secretary of state. The regulatory board may charge and collect a fee not exceeding twenty dollars per individual certified to be licensed by the regulating board.
4. If the organization has a minority owner, the annual report must include a statement that:
a. Each nonminority owner who practices in this state is licensed to render the organization’s professional service; b. Each minority owner provides a service to the organization which is ancillary to the organization’s professional service; c. Each minority owner does not provide that owner’s service to the public through the organization; and
d. The minority owners do not hold a majority interest in the organization.
5. In order to regulate organizations that have minority ownership, the secretary of state may collect one thousand dollars for articles of incorporation for a corporation, articles of organization for a limited liability company, or articles of amendment related to an organization that has a minority owner. This fee is in addition to the fees provided for these filings under section 10-19.1-147 or 10-32.1-92. Fees collected by the secretary of state under this subsection must be deposited in the secretary of state’s general services operating fund.
6. In order to regulate organizations that have ownership that renders more than one professional service, the secretary of state may collect one thousand dollars for articles of incorporation for a corporation, articles of organization for a limited liability company, or articles of amendment related to an organization that has ownership that renders more than one professional service. This fee is in addition to the fees provided for these filings under section 10-19.1-147 or 10-32.1-92. Fees collected by the secretary of state under this subsection must be deposited in the secretary of state’s general services operating fund.