N.D. Cent. Code § 10-19.1-108
This is the official text of N.D. Cent. Code § 10-19.1-108, 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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10-19.1-108. Filing notice of intent to dissolve - Effect
Official statutory text
10-19.1-108. Filing notice of intent to dissolve - Effect
1. If dissolution of the corporation is approved pursuant to subsections 1 and 2 of section
10-19.1-107, the corporation shall file with the secretary of state, with the fees
provided in section 10-19.1-147, a notice of intent to dissolve. The notice must contain:
a. The name of the corporation;
b. The date and place of the meeting at which the resolution was approved pursuant
to subsections 1 and 2 of section 10-19.1-107; and
c. A statement that the requisite vote of the shareholders was received or that all
shareholders entitled to vote signed a written action.
2. When the notice of intent to dissolve has been filed with the secretary of state, and
subject to section 10-19.1-112, the corporation shall cease to carry on its business,
except to the extent necessary for the winding up of the corporation. The shareholders
shall retain the right to revoke the dissolution proceedings in accordance with section
10-19.1-112 and the right to remove directors or fill vacancies on the board. The
corporate existence continues to the extent necessary to wind up the affairs of the
corporation until the dissolution proceedings are revoked or articles of dissolution are
filed with the secretary of state.
3. The filing with the secretary of state of a notice of intent to dissolve does not affect any
remedy in favor of the corporation or any remedy against it or its directors, officers, or
shareholders in those capacities, except as provided in sections 10-19.1-110,
10-19.1-110.1, and 10-19.1-124.
1. If dissolution of the corporation is approved pursuant to subsections 1 and 2 of section
10-19.1-107, the corporation shall file with the secretary of state, with the fees
provided in section 10-19.1-147, a notice of intent to dissolve. The notice must contain:
a. The name of the corporation;
b. The date and place of the meeting at which the resolution was approved pursuant
to subsections 1 and 2 of section 10-19.1-107; and
c. A statement that the requisite vote of the shareholders was received or that all
shareholders entitled to vote signed a written action.
2. When the notice of intent to dissolve has been filed with the secretary of state, and
subject to section 10-19.1-112, the corporation shall cease to carry on its business,
except to the extent necessary for the winding up of the corporation. The shareholders
shall retain the right to revoke the dissolution proceedings in accordance with section
10-19.1-112 and the right to remove directors or fill vacancies on the board. The
corporate existence continues to the extent necessary to wind up the affairs of the
corporation until the dissolution proceedings are revoked or articles of dissolution are
filed with the secretary of state.
3. The filing with the secretary of state of a notice of intent to dissolve does not affect any
remedy in favor of the corporation or any remedy against it or its directors, officers, or
shareholders in those capacities, except as provided in sections 10-19.1-110,
10-19.1-110.1, and 10-19.1-124.
Status: in_force · Read it on the official government site
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