N.D. Cent. Code § 10-15-53.2

10-15-53.2. 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
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.