N.D. Cent. Code § 10-32.1-24

10-32.1-24. Statement of authority

1. A limited liability company may file with the secretary of state a statement of authority.

The statement:

a. Must include the name of the company and the address of its registered office;

b. With respect to any position that exists in or with respect to the company, may

state the authority, or limitations on the authority, of all persons holding the

position to:

(1) Execute an instrument transferring real property held in the name of the

company; or

(2) Enter into other transactions on behalf of, or otherwise act for or bind, the

company; and

c. May state the authority, or limitations on the authority, of a specific person to:

(1) Execute an instrument transferring real property held in the name of the

company; or

(2) Enter into other transactions on behalf of, or otherwise act for or bind, the

company.

2. To amend or cancel a statement of authority filed with the secretary of state under

subsection 1 of section 10-32.1-86, a limited liability company must file with the

secretary of state an amendment or cancellation stating:

a. The name of the company;

b. The address of its registered office;

c. The caption of the statement being amended or canceled and the date the

statement being affected became effective; and

d. The contents of the amendment or a declaration that the statement being affected

is canceled.

3. A statement of authority affects only the power of a person to bind a limited liability

company to persons that are not members.

4. Subject to subsection 4 of section 10-32.1-04 and to subsection 3, and except as

otherwise provided in subsections 6, 7, and 8, a limitation on the authority of a person

or a position contained in an effective statement of authority is not by itself evidence of

knowledge or notice of the limitation by any person.

5. Subject to subsection 3, a grant of authority not pertaining to transfers of real property

and contained in an effective statement of authority is conclusive in favor of a person

that gives value in reliance on the grant, except to the extent that when the person

gives value:

a. The person has knowledge to the contrary;

b. The statement has been canceled or restrictively amended under subsection 2; or

c. A limitation on the grant is contained in another statement of authority that

became effective after the statement containing the grant became effective.

6. Subject to subsection 3, an effective statement of authority that grants authority to

transfer real property held in the name of the limited liability company, whether or not a

certified copy of the statement is recorded in the real property records, is conclusive in

favor of a person that gives value in reliance on the grant without knowledge to the

contrary, except to the extent that when the person gives value:

a. The statement has been canceled or restrictively amended under subsection 2

and a certified copy of the cancellation or restrictive amendment has been

recorded in the real property records; or

b. A limitation on the grant is contained in another statement of authority that

became effective after the statement containing the grant became effective and a

certified copy of the later-effective statement is recorded in the real property

records.

7. Subject to subsection 3, if a certified copy of an effective statement containing a

limitation on the authority to transfer real property held in the name of a limited liability

company is recorded in the real property records, then all persons are deemed to

know of the limitation.

8. Subject to subsection 9, an effective notice of dissolution is a cancellation of any filed

statement of authority for the purposes of subsection 6 and is a limitation on authority

for the purposes of subsection 7.

9. After a notice of dissolution becomes effective, a limited liability company may file with

the secretary of state and, if appropriate, may record in the real property records, a
. Subject to subsection 9, an effective notice of dissolution is a cancellation of any filed

statement of authority for the purposes of subsection 6 and is a limitation on authority

for the purposes of subsection 7.

9. After a notice of dissolution becomes effective, a limited liability company may file with

the secretary of state and, if appropriate, may record in the real property records, a

statement of authority that is designated as a postdissolution statement of authority.

The statement operates as provided in subsections 6 and 7.

10. An effective statement of denial operates as a restrictive amendment under this

section and may be recorded by certified copy in the real property records for the

purposes of subdivision a of subsection 6.