N.D. Cent. Code § 10-19.1-107
This is the official text of N.D. Cent. Code § 10-19.1-107, 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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10-19.1-107. Voluntary dissolution after the issuance of shares
Official statutory text
10-19.1-107. Voluntary dissolution after the issuance of shares
After the issuance of shares, a corporation may be dissolved when authorized in the
manner set forth in this section:
1. If the corporation has outstanding shares, then:
a. Written notice must be given to each shareholder, whether or not entitled to vote
at a meeting of shareholders within the time and in the manner provided in
section 10-19.1-73 for notice of meetings of shareholders and, whether the
meeting is a regular or a special meeting, must state that a purpose of the
meeting is to consider dissolving the corporation.
b. The proposed dissolution must be submitted for approval at a meeting of
shareholders. If the proposed dissolution is approved at a meeting by the
affirmative vote of the holders of a majority of the voting power of all shares
entitled to vote, the dissolution must be commenced.
2. If the corporation no longer has any outstanding shares, then the directors may
authorize and commence the dissolution. If the directors take that action, then:
a. The notice of dissolution filed under section 10-19.1-108 shall so reflect; and
b. The directors shall have the right to revoke the dissolution proceedings in
accordance with section 10-19.1-112.
After the issuance of shares, a corporation may be dissolved when authorized in the
manner set forth in this section:
1. If the corporation has outstanding shares, then:
a. Written notice must be given to each shareholder, whether or not entitled to vote
at a meeting of shareholders within the time and in the manner provided in
section 10-19.1-73 for notice of meetings of shareholders and, whether the
meeting is a regular or a special meeting, must state that a purpose of the
meeting is to consider dissolving the corporation.
b. The proposed dissolution must be submitted for approval at a meeting of
shareholders. If the proposed dissolution is approved at a meeting by the
affirmative vote of the holders of a majority of the voting power of all shares
entitled to vote, the dissolution must be commenced.
2. If the corporation no longer has any outstanding shares, then the directors may
authorize and commence the dissolution. If the directors take that action, then:
a. The notice of dissolution filed under section 10-19.1-108 shall so reflect; and
b. The directors shall have the right to revoke the dissolution proceedings in
accordance with section 10-19.1-112.
Status: in_force · Read it on the official government site
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