North Dakota Code 10-32.1-20 – Formation of a limited liability company – Articles of organization
1. One or more individuals of the age of eighteen years or more or other persons may act as organizers to form a limited liability company by signing and filing with the secretary of state articles of organization together with the fees provided in section 10-32.1-92.
Terms Used In North Dakota Code 10-32.1-20
- 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
- Person: means an individual, organization, government, political subdivision, or government agency or instrumentality. 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
2. The articles of organization:
a. Must state:
(1) The name of the limited liability company, which must comply with section 10-32.1-11; (2) With respect to the registered agent:
(a) The name of the commercial registered agent of the limited liability company as provided in chapter 10-01.1; or
(b) The name and address of a noncommercial registered agent in this state as provided in chapter 10-01.1; (c) The address of the principal executive office; (d) The name and address of each organizer; and
b. May state an effective date of organization, which must not be later than ninety days from the date of filing with the secretary of state.
3. Subject to subsection 3 of section 10-32.1-15, articles of organization may also contain statements as to matters other than those required by subsection 2. However, a statement in articles of organization is not effective as a statement of authority.
4. With respect to formation:
a. A limited liability company is formed when articles of organization have been filed with the secretary of state or at a later date as specified in the articles of organization.
b. If the secretary of state finds that the articles of organization conform to law and that all fees have been paid under section 10-32.1-92, then the secretary of state shall file the articles of organization and issue a certificate of organization to the organizers or their representative.
c. Except as against this state in a proceeding to terminate or revoke the certificate of organization or in a judicial proceeding pursuant to section 10-32.1-51, the filing of the articles of organization by the secretary of state is conclusive proof that the organizer satisfied all conditions to the formation of a limited liability company.
d. The formation of a limited liability company does not by itself cause any person to become a member. However, this chapter does not preclude an agreement, made before or after formation of a limited liability company, which provides that one or more persons will become members, or acknowledging that one or more persons became members, upon or otherwise in connection with the formation of the limited liability company.