North Dakota Code 10-33-101 – Dissolution procedure for corporations that give notice to creditors and claimants
When a notice of intent to dissolve has been filed with the secretary of state and the attorney general, if applicable, the corporation may give notice of the filing to each creditor of and claimant against the corporation known or unknown, present or future, and contingent or noncontingent.
Terms Used In North Dakota Code 10-33-101
- Assets: (1) The property comprising the estate of a deceased person, or (2) the property in a trust account.
- 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.
- Person: means an individual, organization, government, political subdivision, or government agency or instrumentality. See North Dakota Code 1-01-49
- Process: means a writ or summons issued in the course of judicial proceedings. See North Dakota Code 1-01-49
- Property: includes property, real and personal. See North Dakota Code 1-01-49
- 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
- week: means seven consecutive days and the word "month" a calendar month. See North Dakota Code 1-01-33
- written: include "typewriting" and "typewritten" and "printing" and "printed" except in the case of signatures and when the words are used by way of contrast to typewriting and printing. See North Dakota Code 1-01-37
1. If notice to creditors and claimants is given, it must be given:
a. By publishing the notice once each week for four successive weeks in an official newspaper, as defined in chapter 46-06, in the county or counties where the registered office and the principal executive office of the corporation are located; and
b. By giving written notice to known creditors and claimants pursuant to subsection 26 of section 10-33-01.
2. a. The notice to creditors and claimants must contain:
(1) A statement that the corporation is in the process of dissolving; (2) A statement that the corporation has filed with the secretary of state a notice of intent to dissolve; (3) The date of filing the notice of intent to dissolve; (4) The address of the office to which written claims against the corporation must be presented; and
(5) The date by which all the claims must be received, which must be the later of:
(a) Ninety days after published notice; or
(b) With respect to a particular known creditor or claimant, ninety days after the date on which written notice was given to that creditor or claimant.
b. Published notice is deemed given on the date of first publication for the purpose of determining this date.
3. With respect to claims against a corporation that gives notice to creditors and claimants:
a. The corporation has thirty days from the receipt of each claim filed according to the procedures set forth by the corporation on or before the date set forth in the notice to accept or reject the claim by giving written notice to the person submitting it. A claim not expressly rejected in this manner is deemed accepted.
b. A creditor or claimant to whom notice is given and whose claim is rejected by the corporation has:
(1) Sixty days from the date of rejection; (2) One hundred eighty days from the date the corporation filed with the secretary of state the notice of intent to dissolve; or
(3) Ninety days after the date on which notice was given to the creditor or claimant, whichever is longer, to pursue any other remedies with respect to the claim.
c. A creditor or claimant to whom notice is given who fails to file a claim according to the procedures set forth by the corporation on or before the date set forth in the notice is barred from suing on that claim or otherwise realizing upon it or enforcing it, except as provided in section 10-33-115.
d. A creditor or claimant whose claim is rejected by the corporation under subdivision b is barred from suing on that claim or otherwise realizing upon or enforcing it, if the creditor or claimant does not initiate legal, administrative, or arbitration proceedings with respect to the claim within the time provided in subdivision b.
4. Articles of dissolution for a corporation dissolving under this section that has given notice to creditors and claimants must be filed with the secretary of state after compliance with section 10-33-122, if applicable, and:
a. The ninety-day period in subdivision a of subsection 2 has expired and the payment of claims of all creditors and claimants filing a claim within that period has been made or provided for; or
b. The longest of the periods described in subdivision b of subsection 3 has expired and there are no pending legal, administrative, or arbitration proceedings by or against the corporation commenced within the time provided in subdivision b of subsection 3.
5. The articles of dissolution for a corporation that has given notice to creditors and claimants under this section must state:
a. The last date on which the notice was given and:
(1) That the payment of all creditors and claimants filing a claim within the ninety-day period in subdivision a of subsection 2 has been made or provided for; or
(2) The date on which the longest of the periods described in subdivision b of subsection 3 expired; b. That the remaining property, assets, and claims of the corporation have been distributed in accordance with section 10-33-105, or that adequate provision has been made for that distribution; and
c. That there are no pending legal, administrative, or arbitration proceedings by or against the corporation commenced within the time provided in subdivision b of subsection 3, or that adequate provision has been made for the satisfaction of any judgment, order, or decree that may be entered against it in a pending proceeding.