N.D. Cent. Code § 10-15-53.3

10-15-53.3. Secretary of state - Reinstatement following an involuntary dissolution or

revocation of authority - Appeals.

1. With respect to reinstatement following involuntary dissolution or revocation of

authority:

a. A cooperative dissolved for failure to file an annual report or a foreign cooperative

for which authority was forfeited by failure to file an annual report may be

reinstated by filing the most recent past-due report, together with the statutory

filing and penalty fees for an annual report and a reinstatement fee. The fees

must be paid and the report filed within one year following the date of the

involuntary dissolution or revocation. Reinstatement under this section does not

affect the rights or liability of any person for the time from the dissolution or

revocation to the reinstatement.

b. With respect to a reinstatement that is more than one year after involuntary

dissolution or revocation:

(1) If the secretary of state dissolves a cooperative or revokes the certificate of

authority to transact business in this state of any foreign cooperative, under

the provisions of section 10-15-53.2, the cooperative or foreign cooperative

may appeal to district court in the judicial district serving Burleigh County for

reinstatement by filing with the clerk of court a petition, including:

(a) A copy of the articles of incorporation of the cooperative and a copy of

the notice of the involuntary dissolution given by the secretary of state;

or

(b) A copy of the certificate of authority of the foreign cooperative to

transact business in this state and a copy of the notice of revocation

given by the secretary of state.

The matter must be tried de novo by the court. The court shall either sustain

the action of the secretary of state or direct the secretary of state to take the

action as the court may deem proper.

(2) If the court order sought is one for reinstatement of a cooperative that has

been dissolved as provided in subsection 1 of section 10-15-53.2, or

reinstatement of the certificate of authority of a foreign cooperative that has

been revoked as provided in subsection 2 of section 10-15-53.2, together

with any other actions the court deems proper, any order that reverses the

decision of the secretary of state shall require the cooperative or foreign

cooperative to:

(a) File the most recent past-due annual report;

(b) Pay the fees to the secretary of state for all past-due annual reports as

provided in subsection 10 of section 10-15-54; and

(c) Pay the reinstatement fee to the secretary of state as provided in

subsection 10 of section 10-15-54.

(3) Appeals from all final orders and judgments entered by the district court

under this section in review of any ruling or decision of the secretary of state

may be taken as in other civil actions.

c. Reinstatement returns the cooperative to active status:

(1) As of the date of the reinstatement:

(a) In the office of the secretary of state; and

(b) As to persons adversely affected by the reinstatement; and

(2) As of the date of the involuntary dissolution or revocation:

(a) Validates contracts or other acts within the authority of the articles,

and the cooperative is liable for those contracts or acts; and
rns the cooperative to active status:

(1) As of the date of the reinstatement:

(a) In the office of the secretary of state; and

(b) As to persons adversely affected by the reinstatement; and

(2) As of the date of the involuntary dissolution or revocation:

(a) Validates contracts or other acts within the authority of the articles,

and the cooperative is liable for those contracts or acts; and

(b) Restores to the cooperative all assets and rights of the cooperative

and its members to the extent they were held by the cooperative and

its members before the involuntary dissolution or revocation occurred,

except to the extent that assets or rights were affected by acts

occurring after the involuntary dissolution or revocation, sold, or

otherwise distributed after that time.

d. Reapplication for any license or permit by a reinstated cooperative must be

pursuant to the law governing the issuance of the license or permit.

e. Appeals from all final orders and judgments by the district court under this

subsection may be taken as in other civil actions.

2. With respect to appeals of the rejection by the secretary of state of any record required

to be approved by the secretary of state before the record may be filed:

a. The secretary of state shall give written notice of the rejection to the person that

delivered the record, specifying the reasons for rejection.

b. Within thirty days after the service of the notice of denial, the cooperative or

foreign cooperative may appeal to the district court in the judicial district serving

Burleigh County by filing with the clerk of court a petition setting forth a copy of

the record sought to be filed and a copy of the written rejection of the record by

the secretary of state.

c. The matter must be tried de novo by the court.

d. The court either shall sustain the action of the secretary of state or direct the

secretary of state to take the action as the court may deem proper.

e. Appeals from all final orders and judgments by the district court under this

subsection may be taken as in other civil actions.