N.D. Cent. Code § 10-19.1-146.1

10-19.1-146.1. Secretary of state - Involuntary dissolution - Revocation of certificate

of authority.

1. With respect to involuntary dissolution of a corporation by the secretary of state:

a. A corporation may be involuntarily dissolved by the secretary of state if:

(1) The corporation has failed to appoint and maintain a registered agent and

registered office as provided in section 10-19.1-15; or

(2) A misrepresentation has been made of any material matter in any

application, report, affidavit, or other record submitted by the corporation

pursuant to this chapter.

b. A corporation may not be dissolved by the secretary of state as provided for in

this section unless:

(1) The secretary of state has given the corporation not less than sixty days'

notice by mail addressed to its registered agent at the registered office in

this state or, if the corporation does not maintain a registered agent in this

state, the notice must be mailed to its principal office; and

(2) During the sixty-day period, the corporation has failed to:

(a) File the report of change as provided in chapter 10-01.1 regarding the

registered office or the registered agent;

(b) File any other required record; or

(c) Correct the misrepresentation.

c. Upon expiration of sixty days after the mailing of the notice, the existence of the

corporation ceases. The secretary of state shall issue a notice of dissolution and

shall mail the notice addressed to its registered agent at the registered office in

this state or, if the corporation does not maintain a registered agent in this state,

the notice must be mailed to its principal office.

2. With respect to the revocation of a certificate of authority of a foreign corporation by

the secretary of state:

a. The certificate of a foreign corporation to transact business in this state may be

revoked by the secretary of state if:

(1) The foreign corporation has failed to:

(a) Appoint and maintain a registered agent and registered office as

provided in section 10-19.1-138;

(b) File with the secretary of state any amendment to its application for a

certificate of authority as provided in section 10-19.1-137;

(c) File with the secretary of state any merger as provided in section

10-19.1-139; or

(d) File with the secretary of state an application for certificate of

withdrawal of its authority as provided in section 10-19.1-140 when the

corporation's existence has expired or the foreign corporation has

been dissolved in the jurisdiction of the foreign corporation; or

(2) A misrepresentation has been made of any material matter in any

application, report, affidavit, or other record submitted by the foreign

corporation under this chapter.

b. A certificate of authority may not be revoked by the secretary of state as provided

for in this section unless:

(1) The secretary of state has given the foreign corporation not less than sixty

days' notice by mail addressed to its registered agent at the registered office

in this state or, if the corporation failed to maintain a registered agent in this

state, the notice must be mailed to its principal office; and

(2) During the sixty-day period, the foreign corporation has failed to:

(a) File the report of change as provided in chapter 10-01.1 regarding the

registered office or the registered agent;

(b) File any amendment;

(c) File any merger;

(d) File an application for withdrawal;

(e) File any other required record; or
ed agent in this

state, the notice must be mailed to its principal office; and

(2) During the sixty-day period, the foreign corporation has failed to:

(a) File the report of change as provided in chapter 10-01.1 regarding the

registered office or the registered agent;

(b) File any amendment;

(c) File any merger;

(d) File an application for withdrawal;

(e) File any other required record; or

(f) Correct the misrepresentation.

c. Upon expiration of sixty days after the mailing of the notice, the authority of the

foreign corporation to transact business in this state ceases. The secretary of

state shall issue a notice of revocation and shall mail the notice to the registered

agent at the registered office in this state or, if the foreign corporation failed to

maintain a registered agent in this state, the notice must be mailed to its principal

office.

3. If the corporation or foreign corporation files a report of change relating to the

registered agent or any other required record or correction of a misrepresentation after

the notice with the fee provided for in section 10-19.1-147, the secretary of state shall

restore the certificate of incorporation or authority to good standing. Until restored to

good standing, the secretary of state may not accept for filing any document

respecting the corporation or foreign corporation except those incident to its

dissolution or withdrawal.