N.D. Cent. Code § 10-19.1-109
This is the official text of N.D. Cent. Code § 10-19.1-109, 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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10-19.1-109. Procedure in dissolution
Official statutory text
10-19.1-109. Procedure in dissolution
1. When a notice of intent to dissolve has been filed with the secretary of state, the
board, or the officers acting under the direction of the board, shall proceed as soon as
possible:
a. To collect or make provisions for the collection of all known debts due or owing to
the corporation, including unpaid subscriptions for shares;
b. Except as provided in sections 10-19.1-110, 10-19.1-110.1, and 10-19.1-124, to
pay or make provision for the payment of all known debts, obligations, and
liabilities of the corporation according to their priorities; and
c. To give notice to creditors and claimants under section 10-19.1-110 or to proceed
under section 10-19.1-110.1.
2. Notwithstanding section 10-19.1-104, when a notice of intent to dissolve has been filed
with the secretary of state, the directors may sell, lease, transfer, or otherwise dispose
of all or substantially all of the property and assets of a dissolving corporation without a
vote of the shareholders.
3. All tangible or intangible property, including money, remaining after the discharge of, or
after making adequate provision for the discharge of, the debts, obligations, and
liabilities of the corporation must be distributed to the shareholders in accordance with
subsection 4 of section 10-19.1-92.
1. When a notice of intent to dissolve has been filed with the secretary of state, the
board, or the officers acting under the direction of the board, shall proceed as soon as
possible:
a. To collect or make provisions for the collection of all known debts due or owing to
the corporation, including unpaid subscriptions for shares;
b. Except as provided in sections 10-19.1-110, 10-19.1-110.1, and 10-19.1-124, to
pay or make provision for the payment of all known debts, obligations, and
liabilities of the corporation according to their priorities; and
c. To give notice to creditors and claimants under section 10-19.1-110 or to proceed
under section 10-19.1-110.1.
2. Notwithstanding section 10-19.1-104, when a notice of intent to dissolve has been filed
with the secretary of state, the directors may sell, lease, transfer, or otherwise dispose
of all or substantially all of the property and assets of a dissolving corporation without a
vote of the shareholders.
3. All tangible or intangible property, including money, remaining after the discharge of, or
after making adequate provision for the discharge of, the debts, obligations, and
liabilities of the corporation must be distributed to the shareholders in accordance with
subsection 4 of section 10-19.1-92.
Status: in_force · Read it on the official government site
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