North Dakota Dissolution

Corporate Dissolution - North Dakota

Electronic Version

Statutory Reference

North Dakota Statutes; : Methods of Dissolution

http://www.legis.nd.gov/cencode/t10.html

Selected Statutes

A North Dakota corporation can be dissolved voluntarily or involuntarily (i.e., under court supervision). This form package addresses only voluntary dissolution.

Selections from the North Dakota Statutes relevant to voluntary corporate dissolution are listed below. You should read in full. This is the roadmap for your corporate dissolution.

10-19.1-105. Methods of dissolution.

A corporation may be dissolved:

1. Before the issuance of shares, pursuant to section 10-19.1-106;

2. After the issuance of shares, pursuant to sections 10-19.1-107 through 10-19.1-113.1; or

3. By order of a court pursuant to sections 10-19.1-114 through 10-19.1-122.

10-19.1-106. Voluntary dissolution prior to the issuance of shares.

A corporation that has not issued shares may be dissolved by the incorporators or directors in the manner set forth in this section:

1. A majority of the incorporators or directors shall sign articles of dissolution containing:

a. The name of the corporation;

b. The date of incorporation;

c. A statement that shares have not been issued;

d. A statement that all consideration received from subscribers for shares to be issued, less expenses incurred in the organization of the corporation, has been returned to the subscribers; and

e. A statement that no debts remain unpaid.

STEPS AND GUIDELINES TO DISSOLVE A NORTH DAKOTA CORPORATION

Step 1: If the corporation has not issued shares of stock, use Form 1. No other forms need be used.

Step 2: If the corporation HAS issued shares of stock, the Board of Directors must pass a resolution proposing dissolution. Use Form A, “Resolution of Directors.” Then call a shareholder meeting using Form B, “Notice of Special Meeting.”

Step 3: Complete Form 2, “Notice of Intent to Dissolve,” and mail to the Secretary of State with the filing fee. Then wind up the business, notify creditors if applicable using Form 3, and file Form 5 or Form 6 depending on whether notice was given.

Form A - Resolution of Directors

RESOLUTION OF THE DIRECTORS OF

Pursuant to Notice or Waiver of Notice, at a regular or special meeting of the Directors of , an North Dakota corporation, the following resolution was adopted:

RESOLVED by the Directors of the Corporation as follows:

That all appropriate steps be taken to dissolve the corporation forthwith.

Form B - Notice of Special Meeting

NOTICE OF SPECIAL MEETING OF STOCKHOLDERS OF

A special meeting of the Shareholders of , a North Dakota corporation, is called for the day of , 20, at , to be held at the following address:

The purpose of the meeting is to seek shareholder approval of the Resolution to Dissolve Corporation adopted by the Board of Directors.

This Notice given on this the day of , 20, by the Secretary of the Corporation.

Secretary

Form 1 - Articles of Dissolution Prior to Issuance of Shares

1. The name of the corporation is:

2. The date of incorporation was:

3. No shares of the corporation have been issued.

4. The amounts / consideration, if any, actually paid / received on subscriptions for the corporation’s shares, less any part thereof disbursed for necessary expenses, has been returned to those entitled to said amounts.

5. No debts of the corporation remain unpaid.

6. A majority of the incorporators elect that the corporation be dissolved.

Form 2 - Notice of Intent to Dissolve Corporation

1. The name of the corporation is:

2. The date and place of the meeting the resolution to dissolve the corporation was approved by the shareholders:

Date:

Place:

-OR- Check here if the following statement is true: The corporation no longer has any outstanding shares, and the directors have authorized the commencement of the dissolution.

3. The requisite vote of the shareholders was received or all shareholders entitled to vote signed a written action unanimously approving proceeding with the dissolution.

Name of Corporation:

By:

Title: Date:

Form 3 - Notice to Creditors and Claimants

Notice is given that a Notice of Intent to Dissolve , a North Dakota corporation, with its office at , has been filed with the Secretary of State on , and said corporation is in the process of dissolving.

The corporation requests that all claimants/creditors provide written proof of their claims to the corporation at the following address:

All claims must be in writing and must contain sufficient information reasonably to inform the corporation of the identity of the claimant and the substance of the claim, including:

The date by which all the claims must be received is .

BY:

Form 4 - Notice of Rejection of Claim

You are hereby notified that on the day of , 20 , that , a North Dakota corporation, rejected all or part of the claim you submitted to the corporation.

ALL OF YOUR CLAIM WAS REJECTED.

A PORTION OF YOUR CLAIM WAS REJECTED.

Name of Corporation:

By:

Title: Date:

Form 5 - Articles of Dissolution for Corporation Having Given Notice to Creditors and Claimants

1. The name of the corporation is:

2. The last date on which the notice to creditors and claimants was given:

3. The box for the statement that applies is checked:

The payment of all creditors and claimants filing a claim within the ninety-day period has been made or provided for.

Some claims were made, but notice of rejection was issued by the corporation and the longest period has expired.

4. The remaining property, assets, and claims of the corporation have been distributed among its shareholders in accordance with subsection 5 of section 10-19.1-92, or adequate provision has been made for that distribution.

5. There are no pending legal, administrative, or arbitration proceedings by or against the corporation.

Name of Corporation:

By:

Title: Date:

Form 6 - Articles of Dissolution for Corporation Not Having Given Notice to Creditors and Claimants

1. The name of the corporation is:

2. Check one box for the statement that applies:

The payment of claims of all known creditors and claimants has been made or provided for and all known debts, obligations, and liabilities have been paid and discharged or adequate provision has been made for payment or discharge.

-OR-

At least two years have elapsed from the date of filing the notice of intent to dissolve.

3. The remaining property, assets, and claims of the corporation have been distributed among its shareholders in accordance with subsection 5 of section 10-19.1-92, or adequate provision has been made for that distribution.

4. There are no pending legal, administrative, or arbitration proceedings by or against the corporation.

Name of Corporation:

By:

Title: Date: