N.D. Cent. Code § 10-06.1-27

10-06.1-27. Protection of minority members

1. If a member owns less than fifty percent of the membership interest of a farming or

ranching limited liability company or authorized livestock farm limited liability company

engaged in the business of farming or ranching under this chapter and if the terms and

conditions for the repurchase of that membership interest by the limited liability

company or by the other members are not set forth in the bylaws, the instrument that

transferred the membership interest to the member, or are not the subject of a

member-control agreement or other agreement between that member and the limited

liability company, the disposition of the membership interest must be determined under

this section upon the withdrawal of the member.

2. Any member who desires to withdraw from the farming or ranching limited liability

company or authorized livestock farm limited liability company shall first offer the

membership interest for sale to the remaining members in proportion to the

membership interests owned by the remaining members. If not all of the members

wish to purchase the membership interest, any one member can purchase all of the

membership interest of the withdrawing member. If no member desires to purchase

the membership interest of the withdrawing member, the limited liability company may

purchase the membership interest. If the limited liability company chooses not to

purchase the membership interest of the withdrawing member, the withdrawing

member may sell the membership interest to any other person eligible to be a

member. If the withdrawing member is unable to sell the membership interest to any

other person eligible to become a member, the withdrawing member may bring an

action in district court to terminate the limited liability company.

3. Upon a finding that the withdrawing member cannot sell the membership interest at a

fair price, the court shall enter an order directing that the limited liability company or

authorized livestock farm limited liability company itself or any of the remaining

members pro rata or otherwise, have twelve months from the date of the court's order

to purchase the membership interest of the withdrawing member at a fair price as

determined by the court and that if the membership interest of the withdrawing

member is not completely purchased at the fair price, the limited liability company

must be dissolved and the assets of the limited liability company must be first used to

pay all liabilities of the limited liability company with the remaining net assets to be

distributed pro rata to the members in proportion to the member's membership interest

ownership. For the purpose of this section, a fair price for the membership interest of

the withdrawing member must be determined as though the membership interest was

being valued for federal gift tax purposes under the Internal Revenue Code.