N.D. Cent. Code § 10-19.1-93

10-19.1-93. Power to acquire shares

1. A corporation may acquire its own shares, subject to section 10-19.1-92.

a. If a corporation acquires its own shares, then any of the acquired shares that are

not pledged by the corporation as security for the future payment of some or all of

the purchase price for the shares constitute authorized but unissued shares of the

corporation, unless the articles provide that they may not be reissued. If the

articles prohibit reissue, the number of authorized shares is reduced by the

number of shares acquired.

b. If a corporation pledges acquired shares as security for future payment of all or

part of the purchase price for the shares and reissues the pledged shares in its

own name, then:

(1) The shares must continue to be issued and outstanding except for voting

and determination of a quorum, and the shares are not considered to be

present and entitled to vote at any meeting of shareholders;

(2) The corporation may not vote or exercise any other rights of a shareholder

with respect to the pledged shares, but the pledgee shall have any rights,

other than the right to vote, with respect to the shares which the pledgee is

entitled to by contract;

(3) If the pledge is foreclosed, the corporation shall reissue and deliver the

pledged shares to or at the direction of the pledgee; and

(4) Shares that are released from a pledge have the status specified in

subdivision a.

2. If the number of authorized shares of a corporation is reduced by an acquisition of its

shares, the corporation shall, no later than the time it makes its next annual report to

shareholders or, if no report is made, no later than three months after the end of the

fiscal year in which the acquisition occurs, file with the secretary of state a statement

of cancellation showing the reduction in the authorized shares. The statement must

contain:

a. The name of the corporation;

b. The number of acquired shares canceled, itemized by classes and series; and

c. The aggregate number of authorized shares itemized by classes and series, after

giving effect to the cancellation.