N.D. Cent. Code § 10-19.1-62

10-19.1-62. Subscriptions for shares

1. A subscription for shares, whether made before or after the incorporation of a

corporation, is not enforceable against the subscriber unless it is in writing and signed

by the subscriber.

2. Unless otherwise provided in the subscription agreement, or unless all of the

subscribers and, if in existence, the corporation consents to a shorter or longer period,

a subscription for shares is irrevocable for a period of six months.

3. A subscription for shares, whether made before or after the incorporation of a

corporation, shall be paid in full at the time or times, or in the installments, if any,

specified in the subscription agreement. In the absence of a provision in the

subscription agreement specifying the time at which the subscription is to be paid, the

subscription shall be paid at the time or times determined by the board, but a call

made by the board for payment on subscriptions shall be uniform for all shares of the

same class or for all shares of the same series.

4. Unless otherwise provided in the subscription agreement, in the event of default in the

payment of an installment or call when due, the corporation may proceed to collect the

amount due in the same manner as a debt due the corporation.

5. If the amount due on a subscription for shares remains unpaid for a period of twenty

days after written notice of demand for payment has been given to the delinquent

subscriber, the shares subscribed for may be offered for sale by the corporation for a

price in money equaling or exceeding the sum of the full balance owed by the

delinquent subscriber plus the expenses incidental to the sale. If the shares

subscribed for are sold pursuant to this subsection, the corporation shall pay to the

delinquent subscriber or to the delinquent subscriber's legal representative the lesser

of:

a. The excess of net proceeds realized by the corporation over the sum of the

amount owed by the delinquent subscriber plus the expenses incidental to the

sale; and

b. The amount actually paid by the delinquent subscriber.

If the shares subscribed for are not sold pursuant to this subsection, the corporation

may collect the amount due in the same manner as a debt due the corporation or

cancel the subscription in accordance with subsection 6.

6. If the amount due on a subscription for shares remains unpaid for a period of twenty

days after written notice of demand for payment has been given to the delinquent

subscriber and the shares subscribed for by the delinquent subscriber have not been

sold pursuant to subsection 5, the corporation may cancel the subscription, in which

event the shares subscribed for must be restored to the status of authorized but

unissued shares, the corporation may retain the portion of the subscription price

actually paid that does not exceed ten percent of the subscription price, and the

corporation shall refund to the delinquent subscriber or the delinquent subscriber's

legal representative that portion of the subscription price actually paid which exceeds

ten percent of the subscription price.