Secretary of state - Involuntary dissolution - Revocation of certificate of authority
N.D. Cent. Code § 10-15-53.2
in effect10-15-53.2. Secretary of state - Involuntary dissolution - Revocation of certificate of
authority.
1. With respect to involuntary dissolution of a cooperative by the secretary of state:
a. A cooperative may be involuntarily dissolved by the secretary of state if:
(1) The cooperative has failed to:
(a) File with the secretary of state its annual report or any other record
required to be filed with the secretary of state under this chapter
together with the fees provided in section 10-15-54; or
(b) Appoint and maintain a registered agent and registered office as
provided in section 10-15-12; or
(2) A misrepresentation has been made of any material matter in any
application, report, affidavit, or other record submitted by the cooperative
pursuant to this chapter.
b. A cooperative that fails to file its annual report, together with the fees provided in
section 10-15-54, before April first of the year following the year it is found to be
not in good standing ceases to exist and is considered involuntarily dissolved by
operation of law.
(1) The secretary of state shall note the dissolution of the certificate of
incorporation of the cooperative on the records of the secretary of state and
shall give notice of the action to the dissolved cooperative.
(2) Notice by the secretary of state must be mailed to the cooperative to its
principal office.
(3) The decision of the secretary of state that the cooperative has been
involuntarily dissolved under this subsection is final.
(4) A cooperative that was dissolved for failure to file an annual report may be
reinstated as provided in subsection 1 of section 10-15-53.3.
c. Except for dissolution of a cooperative for failure to file the annual report as
provided in section 10-15-53.1, a cooperative may not be dissolved by the
secretary of state unless:
(1) The secretary of state has given the cooperative not less than sixty days'
notice by mail addressed to its principal office; and
(2) During the sixty-day period, the cooperative has failed to:
(a) File the report of change as provided in chapter 10-01.1 regarding the
registered office or the registered agent;
(b) File any other required record; or
(c) Correct the misrepresentation.
d. Upon expiration of sixty days after the mailing of the notice, the existence of the
cooperative ceases. The secretary of state shall issue a notice of dissolution and
shall mail the notice to the cooperative to its principal office.
2. With respect to the revocation of a certificate of authority of a foreign cooperative by
the secretary of state:
a. The certificate of a foreign cooperative to transact business in this state may be
revoked by the secretary of state if:
(1) The foreign cooperative has failed to:
(a) File with the secretary of state its annual report or any other record
required to be filed with the secretary of state under this chapter
together with the fees provided in section 10-15-54;
(b) Appoint and maintain a registered agent and registered office as
provided in section 10-15-12;
(c) File with the secretary of state any amendment to its application for a
certificate of authority as provided in section 10-15-52.3;
(d) File with the secretary of state any merger as provided in section
10-15-52.1; or
(e) File with the secretary of state an application for certificate of
withdrawal of its authority as provided in section 10-15-52.4 when the
existence of the foreign cooperative has expired or the foreign
cooperative has been dissolved in the jurisdiction of the foreign
cooperative; or
(2) A misrepresentation has been made of any material matter in any
application, report, affidavit, or other record submitted by the foreign
cooperative pursuant to this chapter.
b. A foreign cooperative that fails to file its annual report, together with the fees
provided in section 10-15-54, before April first of the year following the year it is
found not to be in good standing forfeits its authority to transact business in this
state and its certificate of authority is considered revoked by operation of law.
(1) The secretary of state shall note the revocation of the certificate of authority
of the foreign cooperative on the records of the secretary of state and shall
give notice of the action to the foreign cooperative.
(2) Notice by the secretary of state must be mailed to the last registered agent
of the cooperative at its last registered office in this state or, if the
cooperative failed to maintain a registered agent in this state, mailed to its
principal office.
(3) The decision of the secretary of state that a certificate of authority must be
revoked under this subsection is final.
(4) A foreign cooperative for which authority was forfeited by, and certificate of
authority was revoked by the secretary of state for failure to file an annual
report may be reinstated as provided in subsection 1 of section 10-15-53.3
and may appeal as provided in subsection 2 of section 10-15-53.3.
c. Except for revocation of the certificate of authority for failure to file the annual
report as provided in section 10-15-53.1, a certificate of authority of a foreign
cooperative may not be revoked by the secretary of state unless:
(1) The secretary of state has given the foreign cooperative not less than sixty
days' notice by mail addressed to its registered agent at the registered office
in this state or, if the cooperative failed to maintain a registered agent in this
state, the notice must be mailed to its principal office; and
(2) During the sixty-day period, the foreign cooperative has failed to:
(a) File the report of change as provided in chapter 10-01.1 regarding the
registered office or the registered agent;
(b) File any amendment;
(c) File any merger;
(d) File an application for withdrawal;
(e) File any other required record; or
(f) Correct the misrepresentation.
d. Upon expiration of sixty days after the mailing of the notice, the authority of the
foreign cooperative to transact business in this state ceases. The secretary of
state shall issue a notice of revocation and shall mail the notice to the registered
agent at the registered office in this state or, if the foreign cooperative failed to
maintain a registered agent in this state, the notice must be mailed to its principal
office.
3. If the cooperative or foreign cooperative files its annual report after the notice with the
fee provided for in section 10-15-54 for late filing, the secretary of state shall restore
the certificate of incorporation or authority to good standing. Until restored to good
standing, the secretary of state may not accept for filing any document respecting the
cooperative or foreign cooperative except those incident to its dissolution or
withdrawal.
Source: Open US Law by Vaquill AI (CC BY 4.0)URL: https://ndlegis.gov/cencode/t10c15.pdf#nameddest=10-15-53p2Fetched: 10/16/2026