N.D. Cent. Code § 10-19.1-110.1

10-19.1-110.1. Dissolution procedure for corporations that do not give notice to

creditors and claimants

. When a notice of intent to dissolve has been filed with the secretary of state and the

corporation has elected not to give notice to creditors and claimants in the manner provided in

section 10-19.1-110:

1. Articles of dissolution for a corporation that has not given notice to creditors and

claimants in the manner provided in section 10-19.1-110:

a. Must be filed with the secretary of state after:

(1) The payment of claims of all known creditors and claimants has been made

or provided for; or

(2) At least two years have elapsed from the date of filing the notice of intent to

dissolve; and

b. Must state:

(1) If the articles of dissolution are being filed pursuant to paragraph 1 of

subdivision a, that all known debts, obligations, and liabilities of the

corporation have been paid and discharged or that adequate provision has

been made for payment or discharge;

(2) 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

(3) That there are no pending legal, administrative, or arbitration proceedings

by or against the corporation, 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.

2. With respect to claims against a corporation that does not give notice:

a. If a corporation has paid or provided for all known creditors or claimants at the

time articles of dissolution are filed, a creditor or claimant who does not file a

claim or pursue a remedy, in a legal, administrative, or arbitration proceeding

within two years after the date of filing the notice of intent to dissolve is barred

from suing on that claim or otherwise realizing upon or enforcing it.

b. If the corporation has not paid or provided for all known creditors and claimants at

the time articles of dissolution are filed, a person who does not file a claim or

pursue a remedy in a legal, administrative, or arbitration proceeding within two

years after the date of filing the notice of intent to dissolve is barred from suing on

that claim or otherwise realizing upon or enforcing it, except as provided in

section 10-19.1-124.