North Dakota Code 10-32.1-89 – Secretary of state – Annual report to the secretary of state
1. Each limited liability company, and each foreign limited liability company authorized to transact business in this state, shall file, within the time provided by subsection 3, an annual report setting forth:
Terms Used In North Dakota Code 10-32.1-89
- following: when used by way of reference to a chapter or other part of a statute means the next preceding or next following chapter or other part. 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
- 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
- Trustee: A person or institution holding and administering property in trust.
- year: means twelve consecutive months. See North Dakota Code 1-01-33
a. The name of the limited liability company or foreign limited liability company and the state or country under the laws of which it is organized.
b. The address of the registered office of the limited liability company or foreign limited liability company in this state, the name of its registered agent in this state at that address, and the address of its principal executive office.
c. A brief statement of the character of the business in which the limited liability company or foreign limited liability company is actually engaged in this state.
d. The names and respective addresses of the managers and governors of the limited liability company or foreign limited liability company or the name or names and respective address or addresses of the managing member or members of the limited liability company or foreign limited liability company.
2. The annual report must be submitted on forms prescribed by the secretary of state.
The information provided must be given as of the date of the execution of the report. The annual report must be signed as provided in subsection 49 of section 10-32.1-02, the articles, the bylaws, or a resolution approved by the affirmative vote of the required proportion or number of the governors or members entitled to vote. If the limited liability company or foreign limited liability company is in the hands of a receiver or trustee, then the annual report must be signed on behalf of the limited liability company or foreign limited liability company by the receiver or trustee. The secretary of state may destroy any annual report provided for in this section after the annual report is on file for six years.
3. Except for the first annual report, the annual report of a limited liability company or foreign limited liability company must be delivered to the secretary of state before November sixteenth of each year. The first annual report of a limited liability company must be delivered before November sixteenth in the year following the calendar year of the effective date stated in the articles of organization, and the first annual report of a foreign limited liability company must be delivered before November sixteenth of the year following the calendar year in which the certificate of authority was issued by the secretary of state. The secretary of state must file the report if the report conforms to the requirements of subsections 1 and 2.
a. If the report does not conform, then it must be returned to the limited liability company or foreign limited liability company for any necessary corrections.
b. If the report is filed before the deadlines provided in this subsection, then penalties for the failure to file a report within the time provided do not apply if the report is corrected to conform to the requirements of subsections 1 and 2 and returned to the secretary of state within thirty days after the annual report was returned by the secretary of state for correction.
4. After the date established under subsection 3, the secretary of state shall notify any limited liability company or foreign limited liability company failing to file its annual report that its certificate of organization or certificate of authority is not in good standing and that it may be terminated or revoked pursuant to section 10-32.1-90.
5. A limited liability company that was terminated for failure to file an annual report, or a foreign limited liability company whose authority was forfeited by failure to file an annual report, may be reinstated pursuant to section 10-32.1-91.