Secretary of state - Annual report of corporations and foreign corporations - Involuntary dissolution - Revocation of certificate of authority
N.D. Cent. Code § 10-19.1-146
in effect10-19.1-146. Secretary of state - Annual report of corporations and foreign
corporations - Involuntary dissolution - Revocation of certificate of authority.
1. Each corporation and each foreign corporation authorized to transact business in this
state shall file, within the time provided in subsection 3, an annual report setting forth:
a. The name of the corporation or foreign corporation and the state or country under
the laws of which the corporation or foreign corporation is incorporated.
b. The address of the registered office of the corporation or foreign corporation in
this state, the name of the corporation's or foreign corporation's registered agent
in this state at that address, and the address of the corporation's or foreign
corporation's principal executive office.
c. A brief statement of the character of the business in which the corporation or
foreign corporation is actually engaged in this state.
d. The names and respective addresses of the officers and directors of the
corporation or foreign corporation.
e. In the case of a domestic corporation, 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.
f. In the case of a domestic corporation, 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.
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 58 of section 10-19.1-01.
If the corporation or foreign corporation is in the hands of a receiver or trustee, it must
be signed on behalf of the corporation or foreign corporation by the receiver or trustee.
The secretary of state may destroy all annual reports provided for in this section after
they have been on file for six years.
3. Except for the first annual report, the annual report must be delivered to the secretary
of state:
a. By a corporation, before August second of each year; and
b. By a foreign corporation, before May sixteenth of each year.
The first annual report of either a corporation or foreign corporation must be delivered
before the date provided in the year following the calendar year in which the certificate
of incorporation or certificate of authority was issued by the secretary of state, or in the
case of a corporation, in the year following the calendar year of the effective date
stated in the articles of incorporation.
4. The secretary of state must file the annual report if the annual report conforms to the
requirements of this section and all fees have been paid as provided in section
10-19.1-147.
a. If the annual report does not conform, it must be returned to the corporation or
foreign corporation for any necessary correction or payment.
b. If the annual report is corrected and filed before the date provided in
subsection 3, or within thirty days after the annual report was returned by the
secretary of state for correction, then the penalties provided in section
10-19.1-147 for the failure to file an annual report within the time provided do not
apply.
5. Three months after the date provided in subsection 3, any corporation or foreign
corporation failing to file its annual report is not in good standing. After the corporation
or foreign corporation becomes not in good standing, the secretary of state shall notify
the corporation or foreign corporation that its certificate of incorporation or certificate of
authority is not in good standing and that it may be dissolved or revoked as provided in
subsection 6 or 7.
a. The secretary of state must mail the notice of impending dissolution or revocation
to the last registered agent at the last registered office.
b. If the corporation or foreign corporation files its annual report after the notice is
mailed, together with the filing fee and the late filing penalty fee provided in
section 10-19.1-147, then the secretary of state shall restore its certificate of
incorporation or certificate of authority to good standing.
6. A corporation that fails to file its annual report, together with the filing and penalty fees
for late filing provided in section 10-19.1-147, within one year after the date provided in
subsection 3 ceases to exist as a corporation and is considered involuntarily dissolved
by operation of law.
a. The secretary of state shall note the dissolution of the corporation's certificate of
incorporation on the records of the secretary of state and shall give notice of the
action to the dissolved corporation.
b. Notice by the secretary of state must be mailed to the last registered agent at the
last registered office.
7. A foreign corporation that fails to file its annual report, together with the filing and
penalty fees for late filing provided in section 10-19.1-147, within one year after the
date provided in subsection 3 forfeits its authority to transact business in this state.
a. The secretary of state shall note the revocation of the foreign corporation's
certificate of authority on the records of the secretary of state and shall give
notice of the action to the foreign corporation.
b. Notice by the secretary of state must be mailed to the foreign corporation's last
registered agent at the last registered office.
c. The decision by the secretary of state that a certificate of authority must be
revoked under this subsection is final.
8. A corporation dissolved for failure to file an annual report, or a foreign corporation
whose authority was forfeited for failure to file an annual report, may be reinstated by
filing the most recent past-due report, together with the filing and penalty fees for all
past-due annual reports and a reinstatement fee as provided in section 10-19.1-147.
The fees must be paid and an annual report filed within one year following the
involuntary dissolution or revocation. Reinstatement under this subsection does not
affect the rights or liability for the time from the dissolution or revocation to the
reinstatement.
Source: Open US Law by Vaquill AI (CC BY 4.0)URL: https://ndlegis.gov/cencode/t10c19-1.pdf#nameddest=10-19p1-146Fetched: 10/16/2026