N.D. Cent. Code § 10-32.1-20
This is the official text of N.D. Cent. Code § 10-32.1-20, part of North Dakota’s Cent. Code — part of the compiled statutory law of North Dakota, published by the state as "Cent. Code." Browse the sections below, each linked to its official government source.
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10-32.1-20. Formation of a limited liability company - Articles of organization
Official statutory text
10-32.1-20. Formation of a limited liability company - Articles of organization
1. One or more individuals of the age of eighteen years or more or other persons may act
as organizers to form a limited liability company by signing and filing with the secretary
of state articles of organization together with the fees provided in section 10-32.1-92.
2. The articles of organization:
a. Must state:
(1) The name of the limited liability company, which must comply with section
10-32.1-11;
(2) With respect to the registered agent:
(a) The name of the commercial registered agent of the limited liability
company as provided in chapter 10-01.1; or
(b) The name and address of a noncommercial registered agent in this
state as provided in chapter 10-01.1;
(c) The address of the principal executive office;
(d) The name and address of each organizer; and
b. May state an effective date of organization, which must not be later than ninety
days from the date of filing with the secretary of state.
3. Subject to subsection 3 of section 10-32.1-15, articles of organization may also contain
statements as to matters other than those required by subsection 2. However, a
statement in articles of organization is not effective as a statement of authority.
4. With respect to formation:
a. A limited liability company is formed when articles of organization have been filed
with the secretary of state or at a later date as specified in the articles of
organization.
b. If the secretary of state finds that the articles of organization conform to law and
that all fees have been paid under section 10-32.1-92, then the secretary of state
shall file the articles of organization and issue a certificate of organization to the
organizers or their representative.
c. Except as against this state in a proceeding to terminate or revoke the certificate
of organization or in a judicial proceeding pursuant to section 10-32.1-51, the
filing of the articles of organization by the secretary of state is conclusive proof
that the organizer satisfied all conditions to the formation of a limited liability
company.
d. The formation of a limited liability company does not by itself cause any person to
become a member. However, this chapter does not preclude an agreement,
made before or after formation of a limited liability company, which provides that
one or more persons will become members, or acknowledging that one or more
persons became members, upon or otherwise in connection with the formation of
the limited liability company.
1. One or more individuals of the age of eighteen years or more or other persons may act
as organizers to form a limited liability company by signing and filing with the secretary
of state articles of organization together with the fees provided in section 10-32.1-92.
2. The articles of organization:
a. Must state:
(1) The name of the limited liability company, which must comply with section
10-32.1-11;
(2) With respect to the registered agent:
(a) The name of the commercial registered agent of the limited liability
company as provided in chapter 10-01.1; or
(b) The name and address of a noncommercial registered agent in this
state as provided in chapter 10-01.1;
(c) The address of the principal executive office;
(d) The name and address of each organizer; and
b. May state an effective date of organization, which must not be later than ninety
days from the date of filing with the secretary of state.
3. Subject to subsection 3 of section 10-32.1-15, articles of organization may also contain
statements as to matters other than those required by subsection 2. However, a
statement in articles of organization is not effective as a statement of authority.
4. With respect to formation:
a. A limited liability company is formed when articles of organization have been filed
with the secretary of state or at a later date as specified in the articles of
organization.
b. If the secretary of state finds that the articles of organization conform to law and
that all fees have been paid under section 10-32.1-92, then the secretary of state
shall file the articles of organization and issue a certificate of organization to the
organizers or their representative.
c. Except as against this state in a proceeding to terminate or revoke the certificate
of organization or in a judicial proceeding pursuant to section 10-32.1-51, the
filing of the articles of organization by the secretary of state is conclusive proof
that the organizer satisfied all conditions to the formation of a limited liability
company.
d. The formation of a limited liability company does not by itself cause any person to
become a member. However, this chapter does not preclude an agreement,
made before or after formation of a limited liability company, which provides that
one or more persons will become members, or acknowledging that one or more
persons became members, upon or otherwise in connection with the formation of
the limited liability company.
Status: in_force · Read it on the official government site
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