N.D. Cent. Code § 10-19.1-104

10-19.1-104. Transfer of assets - When permitted

1. A corporation, by affirmative vote of a majority of the directors present upon those

terms and conditions and for those considerations, which may be money, securities, or

other instruments for the payment of money or other property, as the board deems

expedient, and without shareholder approval, may:

a. Sell, lease, transfer, or otherwise dispose of all or substantially all of its property

and assets in the usual and regular course of its business;

b. Grant a security interest in all or substantially all of its property and assets

whether or not in the usual and regular course of its business; or

c. Transfer any or all of its property to an organization all the ownership interests of

which are owned directly, or indirectly through wholly owned organizations, by the

corporation.

2. With respect to shareholders' approval:

a. A corporation, by affirmative vote of a majority of the directors present, may sell,

lease, transfer, or otherwise dispose of all or substantially all of its property and

assets, including its good will, not in the usual and regular course of its business,

upon those terms and conditions and for those considerations, which may be

money, securities, or other instruments for the payment of money or other

property, as the board deems expedient, when approved at a regular or special

meeting of the shareholders by the affirmative vote of the holders of a majority of

the voting power of the shares entitled to vote.

(1) Written notice of the meeting must be given to all shareholders whether or

not they are entitled to vote at the meeting.

(2) The written notice must state that a purpose of the meeting is to consider

the sale, lease, transfer, or other disposition of all or substantially all of the

property and assets of the corporation.

b. Shareholder approval is not required under subdivision a if, following the sale,

lease, transfer, or other disposition of its property and assets, the corporation

retains a significant continuing business activity. The corporation will conclusively

be deemed to have retained a significant continuing business activity if the

corporation retains a business activity that represented at least:

(1) Twenty-five percent of the corporation's total assets at the end of the most

recently completed fiscal year; and

(2) Twenty-five percent of either income from continuing operations before

taxes or revenues from continuing operations for that fiscal year, measured

on a consolidated basis with its subsidiaries for each of paragraphs 1 and 2.

3. Confirmatory deeds, assignments, or similar instruments to evidence a sale, lease,

transfer, or other disposition may be signed and delivered at any time in the name of

the transferor by its current officers or, if the corporation no longer exists, by its last

officers.

4. The transferee is liable for the debts, obligations, and liabilities of the transferor only to

the extent provided in the contract or agreement between the transferee and the

transferor or to the extent provided by this chapter or other statutes of this state. A

disposition of all or substantially all of the property and assets of the corporation under

this section is not considered to be a merger or a de facto merger pursuant to this

chapter or otherwise. The transferee shall not be liable solely because it is deemed to

be a continuation of the transferor.