N.D. Cent. Code § 10-32.1-91

10-32.1-91. Secretary of state - Reinstatement following an involuntary termination or

revocation of authority - Appeals.

1. With respect to reinstatement following involuntary termination or revocation of

authority:

a. A limited liability company that was terminated for failure to file an annual report,

or a foreign limited liability company whose authority was revoked for failure to file

an annual report, may be reinstated by filing a past-due report, together with the

statutory filing and penalty fees for an annual report and a reinstatement fee as

provided in section 10-32.1-92. The fees must be paid and the report filed within

one year following the involuntary termination or revocation.

b. With respect to a reinstatement which is more than one year after involuntary

termination or revocation:

(1) If the secretary of state terminates a limited liability company or revokes the

certificate of authority to transact business in this state of any foreign limited

liability company, pursuant to the provisions of section 10-32.1-90, then the

limited liability company or foreign limited liability company may appeal to

district court in the judicial district serving Burleigh County for reinstatement

by filing with the clerk of such court a petition, including:

(a) A copy of the articles of organization of the limited liability company

and a copy of the notice of termination given by the secretary of state;

or

(b) A copy of the certificate of authority of the foreign limited liability

company to transact business in this state and a copy of the notice of

revocation given by the secretary of state. The matter must be tried

de novo by the court. The court shall either sustain the action of the

secretary of state or direct the secretary of state to take such action as

the court may deem proper.

(2) If the court order sought is one for reinstatement of a limited liability

company that has been terminated as provided in subsection 1 of section

10-32.1-90, or for reinstatement of the certificate of authority of a foreign

limited liability company that has been revoked as provided in subsection 2

of section 10-32.1-90, then, together with any other actions the court deems

proper, any order which reverses the decision of the secretary of state shall

require the limited liability company or foreign limited liability company to:

(a) File the most recent past-due annual report;

(b) Pay the fees to the secretary of state for all past-due annual reports as

provided in subsection 25 of section 10-32.1-92; and

(c) Pay the reinstatement fee to the secretary of state as provided in

subsection 25 of section 10-32.1-92.

(3) Appeals from all final orders and judgments entered by the district court

under this section in review of any ruling or decision of the secretary of state

may be taken as in other civil actions.

c. Reinstatement returns the limited liability company to active status:

(1) As of the date of the reinstatement:

(a) In the office of the secretary of state;

(b) As to persons adversely affected by the reinstatement; and

(c) For purposes of subsection 3 of section 10-32.1-04; and

(2) As of the date of the involuntary termination or revocation:

(a) Validates contracts or other acts within the authority of the articles,

and the limited liability company is liable for those contracts or acts;

and
tement:

(a) In the office of the secretary of state;

(b) As to persons adversely affected by the reinstatement; and

(c) For purposes of subsection 3 of section 10-32.1-04; and

(2) As of the date of the involuntary termination or revocation:

(a) Validates contracts or other acts within the authority of the articles,

and the limited liability company is liable for those contracts or acts;

and

(b) Restores to the limited liability company all assets and rights of the

limited liability company and its members to the extent they were held

by the limited liability company and its members before the involuntary

dissolution or revocation occurred, except to the extent that assets or

rights were affected by acts occurring after the involuntary dissolution

or revocation, sold, or otherwise distributed after that time.

d. Reapplication for any license or permit by a reinstated limited liability company

shall be pursuant to the North Dakota statute governing the issuance of the

license or permit.

e. Appeals from all final orders and judgments by the district court under this

subsection may be taken as in other civil actions.

2. With respect to appeals of the rejection by the secretary of state of any record required

to be approved by the secretary of state before the record may be filed:

a. The secretary of state shall give written notice of the rejection to the person that

delivered the record, specifying the reasons for rejection.

b. Within thirty days after the service of the notice of denial, the limited liability

company or foreign limited liability company, as the case may be, may appeal to

the district court in the judicial district serving Burleigh County by filing with the

clerk of court a petition setting forth a copy of the record sought to be filed and a

copy of the written rejection of the record of the secretary of state.

c. The matter must be tried de novo by the court.

d. The court shall either sustain the action of the secretary of state or direct the

secretary of state to take such action as the court may deem proper.

e. Appeals from all final orders and judgments by the district court under this

subsection may be taken as in other civil actions.