N.D. Cent. Code § 10-32.1-90

10-32.1-90. Secretary of state - Involuntary termination - Revocation of certificate of

authority.

1. With respect to the involuntary termination of a limited liability company by the

secretary of state:

a. A limited liability company may be involuntarily terminated by the secretary of

state if:

(1) The limited liability company has failed to:

(a) File with the secretary of state its annual report or any other record

required to be filed with the secretary of state under this chapter

together with the fees provided in section 10-32.1-92;

(b) Appoint and maintain a registered agent and registered office as

provided in chapter 10-01.1.

(2) A misrepresentation has been made of any material matter in any

application, report, affidavit, or other record submitted by the limited liability

company pursuant to this chapter.

b. A limited liability company that fails to file its annual report, together with the fees

provided in section 10-32.1-92, within six months after the date established in

subsection 3 of section 10-32.1-89 ceases to exist and is considered involuntarily

terminated by operation of law.

(1) The secretary of state shall note the termination of the certificate of

organization of the limited liability company on the records of the secretary

of state and shall give notice of the action to the terminated limited liability

company.

(2) Notice by the secretary of state must be mailed to the last registered agent

of the limited liability company at the last registered office in this state or, if

the limited liability company fails to appoint and maintain a registered agent

in this state, then mailed to the principal executive office.

(3) The decision of the secretary of state that the limited liability company has

been involuntarily terminated under this subsection is final.

(4) A limited liability company that was terminated for failure to file an annual

report may be reinstated as provided in subsection 1 of section 10-32.1-91

and may appeal as provided in subsection 2 of section 10-32.1-91.

c. Except for termination of a limited liability company for failure to file the annual

report as provided in section 10-32.1-89, no limited liability company may be

terminated by the secretary of state unless:

(1) The secretary of state has given the limited liability company not less that

sixty days notice by mail addressed to the registered agent at the registered

office in this state or, if the limited liability company fails to appoint and

maintain a registered agent in this state, then addressed to its principal

executive office; and

(2) During the sixty-day period, the limited liability company has failed to:

(a) File the report of change as provided in chapter 10-01.1 regarding the

registered office or the registered agent;

(b) File any other required record; or

(c) Correct the misrepresentation.

d. Upon the expiration of sixty days after the mailing of the notice, the existence of

the limited liability company is terminated. The secretary of state shall issue a

notice of termination and shall mail the notice to the registered agent at the

registered office in this state, or, if the limited liability company failed to appoint

and maintain a registered agent or a registered office in this state, then

addressed to the principal executive office of the limited liability company.

2. With respect to the revocation of a certificate of authority of a foreign limited liability

company by the secretary of state:

a. The certificate of authority of a foreign limited liability company to transact

business in this state may be revoked by the secretary of state if:

(1) The foreign limited liability company has failed to:

(a) File with the secretary of state its annual report or any other record

required to be filed with the secretary of state under this chapter

together with the fees provided in section 10-32.1-77;
tificate of authority of a foreign limited liability company to transact

business in this state may be revoked by the secretary of state if:

(1) The foreign limited liability company has failed to:

(a) File with the secretary of state its annual report or any other record

required to be filed with the secretary of state under this chapter

together with the fees provided in section 10-32.1-77;

(b) Appoint and maintain a registered agent and registered office as

provided in chapter 10-01.1;

(c) File with the secretary of state any amendment to its application for a

certificate of authority as provided in section 10-32.1-77;

(d) File with the secretary of state any merger as provided in section

10-32.1-79; or

(e) File with the secretary of state an application for certificate of

withdrawal of its authority as provided in section 10-32.1-81 when the

existence of the limited liability company has expired or the limited

liability company has been dissolved or terminated in the jurisdiction of

the organization; or

(2) A misrepresentation has been made of any material matter in any

application, report, affidavit, or other record submitted by the foreign limited

liability company pursuant to this chapter.

b. A foreign limited liability company that fails to file its annual report together with

the fees provided in section 10-32.1-92, within six months after the date

established by subsection 3 of section 10-32.1-89, forfeits the authority to

transact business in this state and its certificate of authority is considered revoked

by operation of law.

(1) The secretary of state shall note the revocation of the certificate of authority

of the foreign limited liability company on the records of the secretary of

state and shall give notice of the action to the foreign limited liability

company.

(2) Notice by the secretary of state must be mailed to the last registered agent

of the foreign limited liability company at its last registered office in this state

or, if the foreign limited liability company fails to appoint and maintain a

registered agent in this state, then mailed to its principal executive office.

(3) The decision of the secretary of state that a certificate of authority must be

revoked under this subsection is final.

(4) A foreign limited liability company whose authority was forfeited by, and

whose certificate of authority was revoked by the secretary of state for,

failure to file an annual report may be reinstated as provided in subsection 1

of section 10-32.1-91 and may appeal as provided in subsection 2 of section

10-32.1-91.

c. Except for revocation of the certificate of authority for failure to file the annual

report as provided in section 10-32.1-89, no certificate of authority of a foreign

limited liability company may be revoked by the secretary of state unless:

(1) The secretary of state has given the foreign limited liability company not less

than sixty days notice by mail addressed to its registered agent at the

registered office in this state or, if the foreign limited liability company fails to

appoint and maintain a registered agent in this state, then addressed to the

principal office; and

(2) During the sixty-day period, the foreign limited liability company has failed

to:

(a) File the report of change as provided in chapter 10-01.1 regarding the

registered office or registered agent;

(b) File any merger;

(c) File an application for withdrawal;

(d) File any other required record; or
t and maintain a registered agent in this state, then addressed to the

principal office; and

(2) During the sixty-day period, the foreign limited liability company has failed

to:

(a) File the report of change as provided in chapter 10-01.1 regarding the

registered office or registered agent;

(b) File any merger;

(c) File an application for withdrawal;

(d) File any other required record; or

(e) Correct the misrepresentation.

d. Upon the expiration of sixty days after the mailing of the notice, the authority of

the foreign limited liability company to transact business in this state ceases. The

secretary of state shall issue a notice of revocation and shall mail the notice to

the registered agent at the registered office in this state, or, if the foreign limited

liability company failed to appoint and maintain a registered agent or a registered

office in this state, then addressed to the principal executive office of the foreign

limited liability company.