1.    If the first board has not been named in the articles, designated or appointed pursuant to the articles, or elected under section 10-33-25, a corporation may be dissolved by the incorporators as provided in this section.

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Terms Used In North Dakota Code 10-33-97

  • Corporation: A legal entity owned by the holders of shares of stock that have been issued, and that can own, receive, and transfer property, and carry on business in its own name.
  • State: when applied to the different parts of the United States, includes the District of Columbia and the territories. See North Dakota Code 1-01-49

2.    A majority of the incorporators shall sign articles of dissolution containing:

a.    The name of the corporation; b.    The date of incorporation;     c.    A statement that the first board has not been: (1) Named in the articles; (2) Designated or appointed pursuant to the articles; or

(3) Elected at an organizational meeting; d.    A statement that no debts remain unpaid; and e.    A statement:

(1) That notice to the attorney general required by section 10-33-122 has been given and the waiting period: (a)    Has expired; or

(b)    Has been waived by the attorney general; or

(2) That section 10-33-122 is not applicable.

3.    The articles of dissolution must be filed with the secretary of state together with the fees provided in section 10-33-140.

4.    When the articles of dissolution have been filed with the secretary of state, the corporation is dissolved.

5.    The secretary of state shall issue to the dissolved corporation a certificate of dissolution that contains:

a.    The name of the corporation; b.    The date the articles of dissolution were filed with the secretary of state; and c.    A statement that the corporation is dissolved.