N.D. Cent. Code § 10-33-107

10-33-107. Involuntary dissolution

1. A court may grant equitable relief it considers just and reasonable in the circumstances

or may dissolve a corporation and liquidate its assets and activities:

a. In a supervised voluntary dissolution under section 10-33-106.

b. In an action by a director or at least fifty members with voting rights or ten percent

of the members with voting rights, whichever is less, when it is established that:

(1) The directors or the persons having the authority otherwise vested in the

board are deadlocked in the management of the corporate affairs, the

members cannot break the deadlock, and the corporation or the parties

have not provided for a procedure to resolve the dispute;

(2) The directors or those in control of the corporation have acted fraudulently,

illegally, or in a manner unfairly prejudicial toward one or more members in

their capacities as members, directors, or officers;

(3) The members of the corporation are so divided in voting power that, for a

period that includes the time when two consecutive regular meetings were

held, they have failed to elect successors to directors whose terms have

expired or would have expired upon the election and qualification of their

successors;

(4) The corporate assets are being misapplied or wasted; or

(5) The period of duration as provided in the articles has expired and has not

been extended as provided in section 10-33-118.

c. In an action by a creditor when:

(1) The claim of the creditor has been reduced to judgment and an execution on

it has been returned unsatisfied; or

(2) The corporation has admitted in writing that the claim of the creditor is due

and owing and it is established that the corporation cannot pay its debts in

the ordinary course of its activities.

d. In an action by the attorney general when it is established that:

(1) The articles and certificate of incorporation were obtained through fraud;

(2) The corporation should not have been formed under this chapter;

(3) The corporation failed to comply with the requirements of sections 10-33-02

through 10-33-19 essential to incorporation under or election to become

governed by this chapter;

(4) The corporation has flagrantly violated a provision of this chapter, has

violated a provision of this chapter more than once, or has violated more

than one provision of this chapter;

(5) The corporation has engaged in an unauthorized act, contract, conveyance,

or transfer or has exceeded its powers;

(6) The corporation has acted, or failed to act, in a manner that constitutes

surrender or abandonment of the corporate purpose, franchise, privileges,

or enterprise;

(7) The corporation has liabilities and obligations exceeding the corporate

assets;

(8) The period of corporate existence has ended without extension;

(9) The corporation has failed for a period of ninety days to pay fees, charges,

or penalties required by this chapter;

(10) The corporation has failed for a period of thirty days:

(a) To appoint and maintain a registered agent in this state as provided in

chapter 10-01.1; or
s and obligations exceeding the corporate

assets;

(8) The period of corporate existence has ended without extension;

(9) The corporation has failed for a period of ninety days to pay fees, charges,

or penalties required by this chapter;

(10) The corporation has failed for a period of thirty days:

(a) To appoint and maintain a registered agent in this state as provided in

chapter 10-01.1; or

(b) After changing its registered office, to file with the secretary of state a

statement of the change as provided in chapter 10-01.1;

(11) The corporation has answered falsely or failed to answer a reasonable

written interrogatory from the secretary of state or the attorney general to

the corporation, its officers, or directors;

(12) The corporation has solicited property and has failed to use it for the

purpose solicited; or

(13) The corporation has fraudulently used or solicited property.

e. An action may not be commenced under subdivision d until thirty days after

notice to the corporation by the attorney general of the reason for the filing of the

action. If the reason for filing the action is an act that the corporation has done, or

omitted to do, and the act or omission may be corrected by an amendment of the

articles or bylaws or by performance of or abstention from the act, the attorney

general shall give the corporation thirty additional days in which to effect the

correction before filing the action.

2. In determining whether to order equitable relief or dissolution under this section, the

court shall consider the financial condition of the corporation but may not refuse to

order equitable relief or dissolution solely on the ground that the corporation is solvent.

3. In deciding whether to order dissolution, the court shall consider whether lesser relief

suggested by one or more parties, such as any form of equitable relief or a partial

liquidation, would be adequate to permanently relieve the circumstances established

under subdivision b, c, or d of subsection 1. Lesser relief may be ordered if it would be

appropriate under the facts and circumstances of the case.

4. If the court finds that a party to a proceeding brought under this section has acted

arbitrarily, vexatiously, or otherwise not in good faith, it may award reasonable

expenses, including attorney's fees and disbursements, to any of the other parties.

5. Proceedings under this section must be brought in a court within the county in which

the principal executive office of the corporation is located. It is not necessary to make

members parties to the action or proceeding unless relief is sought against them

personally.