N.D. Cent. Code § 10-19.1-110

10-19.1-110. Dissolution procedure for corporations that give notice to creditors and

claimants.

When a notice of intent to dissolve has been filed with the secretary of state, the corporation

may give notice of the filing to each creditor of and claimant against the corporation known or

unknown, present or future, and contingent or noncontingent.

1. If notice to creditors and claimants is given, it must be given by:

a. Publishing the notice once each week for four successive weeks in an official

newspaper, as defined in chapter 46-06, in the county or counties where the

registered office and the principal executive office of the corporation are located;

and

b. Giving written notice to known creditors and claimants pursuant to subsection 39

of section 10-19.1-01.

2. The notice to creditors and claimants must contain:

a. A statement that the corporation is in the process of dissolving;

b. A statement that the corporation has filed with the secretary of state a notice of

intent to dissolve;

c. The date of filing the notice of intent to dissolve;

d. The address of the office to which written claims against the corporation must be

presented; and

e. The date by which all the claims must be received, which must be the later of

ninety days after published notice or, with respect to a particular known creditor or

claimant, ninety days after the date on which written notice was given to that

creditor or claimant. Published notice is deemed given on the date of first

publication for the purpose of determining this date.

3. With respect to claims against a corporation that gave notice to creditors and

claimants:

a. The corporation has thirty days from the receipt of each claim filed according to

the procedures set forth by the corporation on or before the date set forth in the

notice to accept or reject the claim by giving written notice to the person

submitting it. A claim not expressly rejected in this manner is deemed accepted.

b. A creditor or claimant to whom notice is given and whose claim is rejected by the

corporation has:

(1) Sixty days from the date of rejection;

(2) One hundred eighty days from the date the corporation filed with the

secretary of state the notice of intent to dissolve; or

(3) Ninety days after the date on which notice was given to the creditor or

claimant,

whichever is longer, to pursue any other remedies with respect to the claim.

c. A creditor or claimant to whom notice is given who fails to file a claim according to

the procedures set forth by the corporation on or before the date set forth in the

notice is barred from suing on that claim or otherwise realizing upon it or

enforcing it, except as provided in section 10-19.1-124.

d. A creditor or claimant whose claim is rejected by the corporation under

subdivision b is barred from suing on that claim or otherwise realizing upon or

enforcing it, if the creditor or claimant does not initiate legal, administrative, or

arbitration proceedings with respect to the claim within the time provided in

subdivision b.

4. Articles of dissolution for a corporation dissolving under this section that has given

notice to creditors and claimants under this section must be filed with the secretary of

state after:

a. The ninety-day period in subdivision e of subsection 2 has expired and the

payment of claims of all creditors and claimants filing a claim within that period

has been made or provided for; or

b. The longest of the periods described in subdivision b of subsection 3 has expired

and there are no pending legal, administrative, or arbitration proceedings by or

against the corporation commenced within the time provided in subdivision b of

subsection 3.

5. The articles of dissolution for a corporation that has given notice to creditors and

claimants under this section must state:

a. The last date on which the notice was given and:
bdivision b of subsection 3 has expired

and there are no pending legal, administrative, or arbitration proceedings by or

against the corporation commenced within the time provided in subdivision b of

subsection 3.

5. The articles of dissolution for a corporation that has given notice to creditors and

claimants under this section must state:

a. The last date on which the notice was given and:

(1) That the payment of all creditors and claimants filing a claim within the

ninety-day period in subdivision e of subsection 2 has been made or

provided for; or

(2) The date on which the longest of the periods described in subdivision b of

subsection 3 expired;

b. That the remaining property, assets, and claims of the corporation have been

distributed among its shareholders in accordance with subsection 5 of section

10-19.1-92, or that adequate provision has been made for that distribution; and

c. That there are no pending legal, administrative, or arbitration proceedings by or

against the corporation commenced within the time provided in subdivision b of

subsection 3, or that adequate provision has been made for the satisfaction of

any judgment, order, or decree that may be entered against it in a pending

proceeding.