§ 10-31-12 — Death of last or only shareholder - Amendment of articles of incorporation - Involuntary dissolution

North Dakota § 10-31-12

• Jurisdiction: North Dakota
• Title 10: Corporations
• Ch. 10-31: Professional Organizations Act

Text

Involuntary dissolution.
1. In the event of the death of the last or only shareholder of a professional corporation
whose shares pass to heirs by intestate succession, to devisees under a last will and
testament, or otherwise pass by operation of law to an individual not legally qualified to
render the professional services which the professional corporation was incorporated
to perform, the heirs, devisees, or personal representative of the deceased
shareholder, within six months after the date of death of the last or only shareholder,
may amend the articles of incorporation to provide that the corporation must continue
as a corporation under chapter 10-19.1.
2. The death of the last or only shareholder of a professional corporation and the failure
of the heirs, devisees, or personal representative to make an amendment within six
months after the death is a ground for the involuntary dissolution of the professional
corporation.
3. When notified of the facts, the secretary of state shall certify immediately the facts to
the attorney general who shall take immediate appropriate action to dissolve the
professional corporation.