N.D. Cent. Code § 10-32.1-87

10-32.1-87. Secretary of state - Liability for inaccurate information in a filed record

1. If a record filed with the secretary of state under this chapter contains inaccurate

information, then a person that suffers a loss by reliance on the information may

recover damages for the loss from:

a. A person that signed the record, or caused another to sign it on behalf of the

person, and knew the information to be inaccurate at the time the record was

signed; and

b. Subject to subsection 2, a member of a member-managed limited liability

company or the manager of a manager-managed limited liability company, if:

(1) The record was filed with the secretary of state on behalf of the company;

and

(2) The member or manager had notice of the inaccuracy for a reasonably

sufficient time before the information was relied upon so that, before the

reliance, the member or manager reasonably could have:

(a) Effected an amendment under section 10-32.1-21;

(b) Filed a petition under section 10-32.1-22; or

(c) Filed a statement of correction under section 10-32.1-88.

2. To the extent that the operating agreement of a member-managed limited liability

company expressly relieves a member of responsibility for maintaining the accuracy of

information contained in records filed with the secretary of state under this chapter and

imposes that responsibility on one or more other members, the liability stated in

subdivision b of subsection 1, applies to those other members and not to the member

that the operating agreement relieves of the responsibility.

3. An individual who signs a record authorized or required to be filed under this chapter

affirms under penalty of perjury that the information stated in the record is accurate.