19.1123.02000
Sixty-sixth
Legislative Assembly SENATE BILL NO. 2326
of North Dakota
Introduced by
Senators Dwyer, Luick
Representatives Klemin, Lefor
1 A BILL for an Act to create and enact a new subsection to section 10-19.1-26, a new subsection
2 to section 10-32.1-08, a new section to chapter 43-51 of the North Dakota Century Code,
3 relating to general powers of a corporation and limited liability company and registration
4 requirements; and to amend and reenact sections 10-06.1-17, subsection 4 of section
5 10-15-53.1, subsection 1 of section 10-19.1-47, subsection 3 of section 10-19.1-146,
6 subsection 2 of section 10-31-02.2, subsections 5 and 6 of section 10-31-13, subsection 3 of
7 section 10-32.1-89, subsection 3 of section 10-33-139, section 10-35-29, subsection 3 of
8 section 10-36-07, section 43-54-05, subsection 3 of section 45-10.2-108, section 45-11-04.1,
9 subsection 4 of section 45-22-03, and subsection 3 of section 45-22-21.1, and section 47-22-05
10 of the North Dakota Century Code, relating to registration and reports of corporations, limited
11 liability companies, and partnerships.
12 BE IT ENACTED BY THE LEGISLATIVE ASSEMBLY OF NORTH DAKOTA:
13 SECTION 1. AMENDMENT. Section 10-06.1-17 of the North Dakota Century Code is
14 amended and reenacted as follows:
15 10-06.1-17. Annual report - Contents - Filing requirements.
16 Before April sixteenth of each year, every corporation engaged in farming or ranching after
17 June 30, 1981, and every limited liability company engaged in farming or ranching shall file with
18 the secretary of state an annual report signed as provided in subsection 54 of section
19 10-19.1-01 if a corporation and subsection 47 of section 10-32.1-02 if a limited liability company.
20 If the corporation or limited liability company is in the hands of a receiver or trustee, it must be
21 signed on behalf of the corporation or limited liability company by the receiver or trustee. An
22 annual report in a sealed envelope postmarked by the United States postal service before the
23 date provided in this section or an annual report in a sealed packet with a verified shipment date
24 by any other carrier service before the date provided in this section meets the filing date
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1 requirement. An annual report must include the following information with respect to the
2 preceding calendar year:
3 1. The name of the corporation or limited liability company.
4 2. The name of the registered agent of the corporation or limited liability company as
5 provided in chapter 10-01.1 and, if a noncommercial registered agent, the address of
6 the registered office of the corporation or limited liability company in this state.
7 3. With respect to each corporation:
8 a. A statement of the aggregate number of shares the corporation has authority to
9 issue, itemized by classes, par value of shares, shares without par value, and
10 series, if any, within a class.
11 b. A statement of the aggregate number of issued shares, itemized by classes, par
12 value of shares, shares without par value, and series, if any, within a class.
13 4. With respect to each shareholder or member:
14 a. The name and address of each, including the names and addresses and
15 relationships of beneficiaries of trusts and estates which own shares or
16 membership interests;
17 b. The number of shares or membership interests or percentage of shares or
18 membership interests owned by each;
19 c. The relationship of each;
20 d. A statement of whether each is a citizen or permanent resident alien of the United
21 States; and
22 e. A statement of whether at least one is an individual residing on or operating the
23 farm or ranch.
24 5. With respect to management:
25 a. If a corporation, then the names and addresses of the officers and members of
26 the board of directors; or
27 b. If a limited liability company, then the names and addresses of the managers and
28 members of the board of governors.
29 6. A statement listing the acreage [hectarage] and location listed by section, township,
30 range, and county of all land in the state owned or leased by the corporation or limited
31 liability company and used for farming or ranching. The statement must also designate
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1 which, if any, of the acreage [hectarage] is leased from or jointly owned with any
2 shareholder or member and list the name of the shareholder or member with that
3 acreage [hectarage].
4 7. A statement of the percentage of the annual average gross income of the corporation
5 or limited liability company which has been derived from farming or ranching
6 operations over the previous five years or for each year of existence if less than five
7 years.
8 8. A statement of the percentage of gross income of the corporation or limited liability
9 company derived from nonfarm rent, nonfarm royalties, dividends, interest, and
10 annuities during the period covered by the report.
11 9. A corporation engaged in farming which fails to file an annual report is subject to the
12 penalties for failure to file an annual report as provided in chapter 10-19.1, except that
13 the penalties must be calculated from the date of the report required by this section.
14 10. A limited liability company engaged in farming which fails to file an annual report is
15 subject to the penalties for failure to file an annual report as provided in chapter
16 10-32.1, except that the penalties must be calculated from the date of the report
17 required by this section.
18 SECTION 2. AMENDMENT. Subsection 4 of section 10-15-53.1 of the North Dakota
19 Century Code is amended and reenacted as follows:
20 4. The annual report must be delivered to the secretary of state with the fees provided in
21 section 10-15-54 before April first of each year, except the first annual report of a
22 cooperative or foreign cooperative must be delivered before April first of the year
23 following the calendar year in which the certificate of incorporation or certificate of
24 authority was issued by the secretary of state.
25 a. An annual report in a sealed envelope postmarked by the United States postal
26 service before April first, an annual report in a sealed packet with a verified
27 shipment date by any other carrier service before April first, or an annual report
28 electronically transmitted to the secretary of state with a transmission time before
29 April first is in compliance with this requirement. When a filing date falls on a
30 Saturday, Sunday, or other holiday as defined in section 1-03-01, a postmark or
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1 verified shipment or transmission date on the next business day complies with
2 this requirement.
3 b. The secretary of state shall file the report if the report conforms to the
4 requirements of subsections 1 and 2.
5 (1)a. If the report does not conform to those requirements, the report must be returned
6 to the cooperative or foreign cooperative for any necessary corrections.
7 (2)b. If the report is filed before the deadlines provided in this section, any penalty for
8 the failure to file a report within the time provided does not apply if the report is
9 corrected to conform to the requirements of subsections 1 and 2 and returned to
10 the secretary of state within thirty days after the annual report was returned by
11 the secretary of state for corrections.
12 SECTION 3. A new subsection to section 10-19.1-26 of the North Dakota Century Code is
13 created and enacted as follows:
14 A corporation only may seek to obtain a license or permit required of the state after the
15 articles of incorporation are filed with the secretary of state.
16 SECTION 4. AMENDMENT. Subsection 1 of section 10-19.1-47 of the North Dakota
17 Century Code is amended and reenacted as follows:
18 1. An action required or permitted to be taken at a board meeting may be taken by
19 written action signed by all of the directors. If the articles so provide, any action, other
20 than an action requiring shareholder approval, may be taken by written action signed,
21 or consented to by authenticated electronic communication, by the number of directors
22 that would be required to take written action, signed by all of the directors, if the
23 articles so provide, the same action at a meeting of the board at which all directors
24 were present.
25 SECTION 5. AMENDMENT. Subsection 3 of section 10-19.1-146 of the North Dakota
26 Century Code is amended and reenacted as follows:
27 3. Except for the first annual report, the annual report must be delivered to the secretary
28 of state:
29 a. By a corporation, before August second of each year; and
30 b. By a foreign corporation, before May sixteenth of each year.
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1 The first annual report of either a corporation or foreign corporation must be delivered
2 before the date provided in the year following the calendar year in which the certificate
3 of incorporation or certificate of authority was issued by the secretary of state, or in the
4 case of a corporation, in the year following the calendar year of the effective date
5 stated in the articles of incorporation. An annual report in a sealed envelope
6 postmarked by the United States postal service before the date provided in this
7 subsection, or an annual report in a sealed packet with a verified shipment date by any
8 other carrier service before the date provided in this subsection, is compliance with
9 this requirement. When the filing date falls on Saturday, Sunday, or other holiday as
10 defined in section 1-03-01, a postmark or verified shipment date on the next business
11 day is compliance with this requirement.
12 SECTION 6. AMENDMENT. Subsection 2 of section 10-31-02.2 of the North Dakota
13 Century Code is amended and reenacted as follows:
14 2. At the time the registration is filed with the secretary of state, the professional limited
15 liability partnership or foreign limited liability partnership also shall file a:
16 a. A certificate from the regulating board of the profession involved that each of the
17 partners who will practice the profession in this state is licensed to practice the
18 profession in this state; or
19 b. If there is one or more minority owners, a certificate from the regulating board of
20 the profession of the limited liability partnership certifying that each of the
21 partners who will practice the profession in this state, if any, is licensed to
22 practice the profession in this state and a certificate from the limited liability
23 partnership identifying the minority owners and the express law authorizing
24 minority ownership.
25 SECTION 7. AMENDMENT. Subsections 5 and 6 of section 10-31-13 of the North Dakota
26 Century Code are amended and reenacted as follows:
27 5. In order to regulate organizations that have minority ownership, the secretary of state
28 shallmay collect one thousand dollars for articles of incorporation for a corporation,
29 articles of organization for a limited liability company, or articles of amendment related
30 to an organization that has a minority owner. This fee is in addition to the fees
31 provided for these filings under section 10-19.1-147 or 10-32.1-92. Fees collected by
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1 the secretary of state under this subsection must be deposited in the secretary of
2 state's general services operating fund.
3 6. In order to regulate organizations that have ownership that renders more than one
4 professional service, the secretary of state shallmay collect one thousand dollars for
5 articles of incorporation for a corporation, articles of organization for a limited liability
6 company, or articles of amendment related to an organization that has ownership that
7 renders more than one professional service. This fee is in addition to the fees provided
8 for these filings under section 10-19.1-147 or 10-32.1-92. Fees collected by the
9 secretary of state under this subsection must be deposited in the secretary of state's
10 general services operating fund.
11 SECTION 8. A new subsection to section 10-32.1-08 of the North Dakota Century Code is
12 created and enacted as follows:
13 A limited liability company only may seek to obtain a license or permit required by the
14 state after the articles of organization are filed with the secretary of state and the
15 limited liability company has one or more members.
16 SECTION 9. AMENDMENT. Subsection 3 of section 10-32.1-89 of the North Dakota
17 Century Code is amended and reenacted as follows:
18 3. The annual report of a limited liability company or foreign limited liability company
19 must be delivered to the secretary of state before November sixteenth of each year,
20 except that the first annual report of a limited liability company or foreign limited liability
21 company must be delivered before November sixteenth of the year following the
22 calendar year in which the certificate of organization or certificate of authority was
23 issued by the secretary of state.
24 a. An annual report in a sealed envelope postmarked by the United States postal
25 service before November sixteenth, an annual report in a sealed packet with a
26 verified shipment date by any other carrier service before November sixteenth, or
27 an annual report electronically transmitted to the secretary of state with a
28 transmission time before November sixteenth, is in compliance with this
29 requirement.
30 b. The secretary of state must file the report if the report conforms to the
31 requirements of subsections 1 and 2.
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1 (1)a. If the report does not conform, then it must be returned to the limited liability
2 company or foreign limited liability company for any necessary corrections.
3 (2)b. If the report is filed before the deadlines provided in this subsection, then
4 penalties for the failure to file a report within the time provided do not apply if the
5 report is corrected to conform to the requirements of subsections 1 and 2 and
6 returned to the secretary of state within thirty days after the annual report was
7 returned by the secretary of state for correction.
8 SECTION 10. AMENDMENT. Subsection 3 of section 10-33-139 of the North Dakota
9 Century Code is amended and reenacted as follows:
10 3. The annual report must be delivered to the secretary of state before February
11 firstsecond of each year, except that the first annual report must be delivered before
12 February firstsecond of the year following the calendar year in which the certificate of
13 incorporation or certificate of authority was issued by the secretary of state.
14 a. An annual report in a sealed envelope postmarked by the United States postal
15 service before February first, or an annual report in a sealed packet with a
16 verified shipment date by any other carrier service before February first, complies
17 with this requirement. When the filing date falls on a Saturday or holiday as
18 defined in section 1-03-01, a postmark or verified shipment date on the next
19 business day complies with this requirement.
20 b. The secretary of state must file the report if the report conforms to the
21 requirements of subsection 2.
22 (1)a. If the report does not conform, it must be returned to the corporation for any
23 necessary corrections.
24 (2)b. If the report is filed before the deadlines provided in this subsection, penalties for
25 the failure to file a report within the time provided do not apply, if the report is
26 corrected to conform to the requirements of subsection 2 and r