N.D. Cent. Code § 10-19.1-115

10-19.1-115. Involuntary dissolution

1. This section applies to corporations that are not publicly held corporations.

2. A court may grant any equitable relief it deems just and reasonable in the

circumstances or may dissolve a corporation and liquidate its assets and business:

a. In a supervised voluntary dissolution pursuant to section 10-19.1-114;

b. In an action by a shareholder when it is established that:

(1) The directors or the persons having the authority otherwise vested in the

board are deadlocked in the management of the corporate affairs, the

shareholders are unable to break the deadlock, and the corporation or the

parties have not provided for a procedure to resolve the dispute;

(2) The directors or those in control of the corporation have acted fraudulently

or illegally toward one or more shareholders in their capacities as

shareholders or directors of any corporation or as officers or employees of a

closely held corporation;

(3) The directors or those in control of the corporation have acted in a manner

unfairly prejudicial toward one or more shareholders in their capacities as

shareholders or directors of a corporation that is not a publicly held

corporation or as officers or employees of a closely held corporation;

(4) The shareholders of the corporation are so divided in voting power that, for

a period that includes the time when two consecutive regular meetings were

held, they have failed to elect successors to directors whose terms have

expired or would have expired upon the election and qualification of their

successors;

(5) The corporate assets are being misapplied or wasted; or

(6) The period of duration as provided in the articles has expired and has not

been extended as provided in section 10-19.1-127;

c. In an action by a creditor when:

(1) The claim of the creditor has been reduced to judgment and an execution

thereon has been returned unsatisfied; or

(2) The corporation has admitted in writing that the claim of the creditor is due

and owing and it is established that the corporation is unable to pay its debts

in the ordinary course of business; or

d. In an action by the attorney general to dissolve the corporation in accordance

with section 10-19.1-118 when it is established that a decree of dissolution is

appropriate.

3. In determining whether to order equitable relief or dissolution, the court shall take into

consideration the financial condition of the corporation but may not refuse to order

equitable relief or dissolution solely on the ground that the corporation has

accumulated or current operating profits.

4. In an action under subdivision b of subsection 2 involving a corporation that is not a

publicly held corporation at the time the action is commenced and in which one or

more of the circumstances described in that subdivision is established, the court, upon

motion of a corporation or a shareholder or beneficial owner of shares of the

corporation, may order the sale by a plaintiff or a defendant of all shares of the

corporation held by the plaintiff or defendant to either the corporation or the moving

shareholders, whichever is specified in the motion, if the court determines in its

discretion that an order would be fair and equitable to all parties under the

circumstances of the case.

a. The purchase price of any shares so sold must be the fair value of the shares as

of the date of the commencement of the action or as of another date found

equitable by the court. However, if the shares in question are then subject to sale

and purchase pursuant to the bylaws of the corporation, a shareholder control

agreement, the terms of the shares, or otherwise, the court shall order the sale

for the price and on the terms as set forth, unless the court determines that the

price or terms are unreasonable under all the circumstances of the case.

b. Within five days after the entry of the order, the corporation shall provide each
d purchase pursuant to the bylaws of the corporation, a shareholder control

agreement, the terms of the shares, or otherwise, the court shall order the sale

for the price and on the terms as set forth, unless the court determines that the

price or terms are unreasonable under all the circumstances of the case.

b. Within five days after the entry of the order, the corporation shall provide each

selling shareholder or beneficial owner with the information it is required to

provide under subsection 6 of section 10-19.1-88.

c. If the parties are unable to agree on fair value within forty days of entry of the

order, the court shall determine the fair value of the shares under the provisions

of subsection 10 of section 10-19.1-88 and may allow interest or costs as

provided in subsections 1 and 11 of section 10-19.1-88.

d. The purchase price must be paid in one or more installments as agreed on by the

parties, or, if no agreement can be reached within forty days of entry of the order,

as ordered by the court. Upon entry of an order for the sale of shares under this

subsection and provided that the corporation or the moving shareholders post a

bond in adequate amount with sufficient sureties or otherwise satisfy the court

that the full purchase price of the shares, plus any additional costs, expenses,

and fees as may be awarded, will be paid when due and payable, the selling

shareholders shall no longer have any rights or status as shareholders, officers,

or directors, except the right to receive the fair value of their shares plus such

other amounts as may be awarded.

5. In determining whether to order equitable relief or dissolution, the court shall take into

consideration the duty which all shareholders in a closely held corporation owe one

another to act in an honest, fair, and reasonable manner in the operation of the

corporation and the reasonable expectations of the shareholders as they exist at the

inception and develop during the course of the shareholders' relationship with the

corporation and with each other. For purposes of this section, any written agreement,

including an employment agreement and a buy-sell agreement, between or among

shareholders or between or among one or more shareholders and the corporation is

presumed to reflect the parties' reasonable expectation concerning the matters dealt

with in the agreement.

6. In deciding whether to order dissolution, the court shall consider whether lesser relief

suggested by one or more parties, such as any form of equitable relief, a buyout, or a

partial liquidation, would be adequate to permanently relieve the circumstances

established under subdivision b or c of subsection 1. Lesser relief may be ordered in

any case when it would be appropriate under all the facts and circumstances of the

case.

7. If the court finds that a party to a proceeding brought under this section has acted

arbitrarily, vexatiously, or otherwise not in good faith, it may in its discretion award

reasonable expenses, including attorney's fees and disbursements, to any of the other

parties.

8. Proceedings under this section must be brought in a court within the county in which

the principal executive office of the corporation is located. It is not necessary to make

shareholders parties to the action or proceeding unless relief is sought against them

personally.