North Dakota Code 10-33-94 – Transfer of assets – When permitted
1. A corporation may sell, lease, transfer, dispose of, or grant a security interest in all or substantially all of the property and assets only as provided in this section.
Terms Used In North Dakota Code 10-33-94
- Assets: (1) The property comprising the estate of a deceased person, or (2) the property in a trust account.
- Contract: A legal written agreement that becomes binding when signed.
- 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.
- Evidence: Information presented in testimony or in documents that is used to persuade the fact finder (judge or jury) to decide the case for one side or the other.
- Lease: A contract transferring the use of property or occupancy of land, space, structures, or equipment in consideration of a payment (e.g., rent). Source: OCC
- Liabilities: The aggregate of all debts and other legal obligations of a particular person or legal entity.
- Property: includes property, real and personal. 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. Unless otherwise provided in its articles or bylaws, a corporation, by affirmative vote of a majority of directors, may sell, lease, transfer, or dispose of all or substantially all of its property and assets in the usual and regular course of its activities, upon those terms and conditions and for those considerations, which may be money, securities, or other instruments for the payment of money or other property, as the board considers expedient. Member approval is not required under this subsection.
3. A corporation, by affirmative vote of a majority of all directors, may sell, lease, transfer, or dispose of all or substantially all of its property and assets, including its goodwill, not in the usual and regular course of its activities, upon those terms and conditions and for those considerations, which may be money, securities, or other instruments for the payment of money or other property, as the board considers expedient.
a. If there are members with voting rights, then the sale, lease, transfer, or disposition must be submitted to the members under subdivision c. If there are not members with voting rights, then member approval is not required.
b. Written notice of the meeting must be given to each member with voting rights within the time and in the manner provided in section 10-33-68 for notice of meetings of members.
c. Whether the meeting is an annual or special meeting, the notice must state that a purpose of the meeting is to consider the sale, lease, transfer, or other disposition of all or substantially all of the property and assets of the corporation. The sale, lease, transfer, or disposition must be approved at a regular or special meeting of the members by the affirmative vote of the majority of the members with voting rights voting on the action.
d. Unless otherwise provided in its articles or bylaws and subject to subsection 1 of section 10-33-82, a corporation may, by the affirmative vote of a majority of directors, grant a security interest in all or substantially all of its property and assets whether in the usual and regular course of its activities, upon those terms and conditions and for those considerations, which may be money, securities, or other instruments for the payment of money or other property as the board considers expedient. Member approval is not required under this subsection.
4. If applicable, a corporation shall comply with sections 10-33-122 and 10-33-144 before selling, leasing, transferring, or disposing of all or substantially all of the corporation’s assets under this section.
5. Confirmatory deeds, assignments, or similar instruments to evidence a sale, lease, transfer, or other disposition may be signed and delivered at any time in the name of the transferor by its current officers or, if the corporation no longer exists, by its last officers.
6. The transferee is liable for the debts, obligations, and liabilities of the transferor only to the extent provided in the contract or agreement between the transferee and the transferor or to the extent provided by this chapter or other statutes of this state.