N.D. Cent. Code § 10-19.1-05
This is the official text of N.D. Cent. Code § 10-19.1-05, part of North Dakota’s Cent. Code — part of the compiled statutory law of North Dakota, published by the state as "Cent. Code." Browse the sections below, each linked to its official government source.
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10-19.1-05. Retention of two-thirds majority
Official statutory text
10-19.1-05. Retention of two-thirds majority
1. If the articles of a corporation described in section 10-19.1-02 do not contain a
provision specifying the proportion of the voting power of the shares required for
approval of amendments to the articles, plans of merger or exchange, or sales of
assets, a shareholder or shareholders holding more than one-third of the voting power
of all the shares entitled to vote for any or all of the above-mentioned actions, by
signed written demand filed in duplicate original with the secretary of state, along with
the fees provided in section 10-19.1-147, may amend the articles of the corporation to
include a provision requiring the approval of the holders of two-thirds of the voting
power of the shares entitled to vote for any or all of the above-mentioned actions for
which no required majority was specified, notwithstanding any provisions of section
10-19.1-19, 10-19.1-98, or 10-19.1-104 to the contrary. Notice that the demand has
been filed must be given by the shareholder to an officer of the corporation, but failure
to give the notice does not invalidate the demand.
2. A shareholder or shareholders holding more than one-third of the voting power of the
shares entitled to vote for dissolution of a corporation described in section 10-19.1-02,
by signed written demand filed in duplicate original with the secretary of state, along
with the fees provided in section 10-19.1-147, may amend the articles of the
corporation to include a provision requiring the approval of the holders of two-thirds of
the voting power of all the shares for the authorization of the dissolution of the
corporation, notwithstanding the provisions of section 10-19.1-107. Notice that the
demand was filed must be given by the shareholder to an officer of the corporation, but
failure to give the notice does not invalidate the demand.
3. A signed written demand by the shareholders of a corporation pursuant to subsection
1 or 2 is valid only if filed with the secretary of state before July 1, 1986.
1. If the articles of a corporation described in section 10-19.1-02 do not contain a
provision specifying the proportion of the voting power of the shares required for
approval of amendments to the articles, plans of merger or exchange, or sales of
assets, a shareholder or shareholders holding more than one-third of the voting power
of all the shares entitled to vote for any or all of the above-mentioned actions, by
signed written demand filed in duplicate original with the secretary of state, along with
the fees provided in section 10-19.1-147, may amend the articles of the corporation to
include a provision requiring the approval of the holders of two-thirds of the voting
power of the shares entitled to vote for any or all of the above-mentioned actions for
which no required majority was specified, notwithstanding any provisions of section
10-19.1-19, 10-19.1-98, or 10-19.1-104 to the contrary. Notice that the demand has
been filed must be given by the shareholder to an officer of the corporation, but failure
to give the notice does not invalidate the demand.
2. A shareholder or shareholders holding more than one-third of the voting power of the
shares entitled to vote for dissolution of a corporation described in section 10-19.1-02,
by signed written demand filed in duplicate original with the secretary of state, along
with the fees provided in section 10-19.1-147, may amend the articles of the
corporation to include a provision requiring the approval of the holders of two-thirds of
the voting power of all the shares for the authorization of the dissolution of the
corporation, notwithstanding the provisions of section 10-19.1-107. Notice that the
demand was filed must be given by the shareholder to an officer of the corporation, but
failure to give the notice does not invalidate the demand.
3. A signed written demand by the shareholders of a corporation pursuant to subsection
1 or 2 is valid only if filed with the secretary of state before July 1, 1986.
Status: in_force · Read it on the official government site
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