§ 10-33-139 — Secretary of state - Annual report of corporations and foreign corporations

North Dakota § 10-33-139

• Jurisdiction: North Dakota
• Title 10: Corporations
• Ch. 10-33: Nonprofit Corporations

Text

corporations.
1. Each corporation, and each foreign corporation authorized to conduct activities in this
state, shall file, within the time provided in subsection 3, an annual report setting forth:
a. The name of the corporation or foreign corporation and the state or country under
the laws of which it is incorporated.
b. The address of the registered office of the corporation or foreign corporation in
this state, the name of its registered agent in this state at that address, and the
address of its principal executive office.
c. A brief statement of the character of the activities in which the corporation or
foreign corporation is actually engaged in this state.
d. The names and respective addresses of the officers and directors of the
corporation or foreign corporation.
e. The section of the Internal Revenue Code by which its tax status is established.
2. The annual report must be submitted on forms prescribed by the secretary of state.
The information provided must be given as of the date of the execution of the report.
The annual report must be signed as provided in subsection 34 of section 10-33-01 or
in the articles or bylaws, or in a resolution approved by the affirmative vote of the
required proportion or number of the directors or members entitled to vote. If the
corporation or foreign corporation is in the hands of a receiver or trustee, it must be
signed on behalf of the corporation or foreign corporation by the receiver or trustee.
The secretary of state may destroy all annual reports provided for in this section after
they have been on file for six years.
3. Except for the first annual report, the annual report of a nonprofit corporation or a
foreign nonprofit corporation must be delivered to the secretary of state before
February second of each year. The first annual report of a nonprofit corporation must
be delivered before February second of the year following the calendar year of the
effective date stated in the articles of incorporation, and the first annual report of a
foreign nonprofit corporation must be delivered before February second of the year
following the calendar year in which the certificate of authority was issued by the
secretary of state. The secretary of state must file the report if the report conforms to
the requirements of subsection 2.
a. If the report does not conform, it must be returned to the corporation for any
necessary corrections.
b. If the report is filed before the deadlines provided in this subsection, penalties for
the failure to file a report within the time provided do not apply, if the report is
corrected to conform to the requirements of subsection 2 and returned to the
secretary of state within thirty days after the annual report was returned by the
secretary of state for correction.
4. After the date established under subsection 3, the secretary of state shall notify any
corporation or foreign corporation failing to file its annual report that its certificate of
incorporation or certificate of authority is not in good standing and that it may be
dissolved or revoked pursuant to subsections 5 and 6. The secretary of state must mail
the notice to the last registered agent at the last registered office. If the corporation or
foreign corporation files its annual report after the notice is mailed, together with the
annual report filing fee and late filing penalty fee as provided in section 10-33-140, the
secretary of state shall restore its certificate of incorporation or certificate of authority
to good standing.
5. A corporation that does not file its annual report, along with the statutory filing and
penalty fees, within one year after the date established in subsection 3 ceases to exist
and is considered involuntarily dissolved by operation of law.

a. Thereafter, the secretary of state shall note the termination of the corporation's
certificate of incorporation on the records of the secretary of state and shall give
notice of the action to the dissolved corporation.
b. Notice by the secretary of state must be mailed to the last registered agent at the
last registered office.
6. A foreign corporation that does not file its annual report, along with the statutory filing
and penalty fees, within one year after the date established by subsection 3 forfeits its
authority to conduct activities in this state.
a. The secretary of state shall note the revocation of the foreign corporation's
certificate of authority on the records of the secretary of state and shall give
notice of the action to the foreign corporation.
b. Notice by the secretary of state must be mailed to the foreign corporation's last
registered agent at the last registered office.
c. The decision by the secretary of state that a certificate of authority must be
revoked under this subsection is final.
7. A corporation that was dissolved for failure to file an annual report, or a foreign
corporation whose authority was forfeited by failure to file an annual report, may be
reinstated by filing a past-due report, together with the statutory filing and penalty fees
for an annual report and a reinstatement fee as provided in section 10-33-140. The
fees must be paid and the report filed within one year following the involuntary
dissolution or revocation. Reinstatement under this subsection does not affect the
rights or liability for the time from the dissolution or revocation to the reinstatement.
8. The secretary of state may waive any penalties provided in this section when an
annual report form could not be delivered to the corporation.