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North Dakota Century Code Title 10. Corporations § 10-33-99. Filing notice of intent to dissolve--Effect

Current as of January 01, 2020 | Updated by FindLaw Staff

1. If dissolution of the corporation is approved under section 10-33-98, the corporation shall:

a. File with the secretary of state, together with the fees provided in section 10-33-140, a notice of intent to dissolve which must contain:

(1) The name of the corporation;

(2) The date and place of the meeting at which the resolution was approved by the board under subsection 2 of section 10-33-98, and by the members under subsection 3 of section 10-33-98, if applicable;  and

(3) A statement that the requisite approval of the directors and members was received.

b. If applicable, notify the attorney general under section 10-33-122.

2. When the notice of intent to dissolve has been filed with the secretary of state and subject to section 10-33-104, the corporation may not carry on its activities, except to the extent necessary for the winding up of the corporation.

a. The board and members with voting rights have the right to revoke the dissolution proceedings under section 10-33-104.

b. The members with voting rights have the right to remove directors or fill vacancies on the board.

c. The corporate existence continues to the extent necessary to wind up the affairs of the corporation until the dissolution proceedings are revoked or articles of dissolution are filed with the secretary of state.

3. The filing with the secretary of state of a notice of intent to dissolve does not affect a remedy in favor of the corporation or a remedy against it or its directors, officers, or members in those capacities, except as provided in section 10-33-115.

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Cite this article: FindLaw.com - North Dakota Century Code Title 10. Corporations § 10-33-99. Filing notice of intent to dissolve--Effect - last updated January 01, 2020 | https://codes.findlaw.com/nd/title-10-corporations/nd-cent-code-sect-10-33-99/

Read this complete North Dakota Century Code Title 10. Corporations § 10-33-99. Filing notice of intent to dissolve--Effect on Westlaw

FindLaw Codes may not reflect the most recent version of the law in your jurisdiction. Please verify the status of the code you are researching with the state legislature or via Westlaw before relying on it for your legal needs.

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