§ 10-33-99 — Filing notice of intent to dissolve - Effect

North Dakota § 10-33-99

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

Text

1. If dissolution of the corporation is approved under section 10-33-98, the corporation
shall:
a. File with the secretary of state, together with the fees provided in section
10-33-140, a notice of intent to dissolve which must contain:
(1) The name of the corporation;
(2) The date and place of the meeting at which the resolution was approved by
the board under subsection 2 of section 10-33-98, and by the members
under subsection 3 of section 10-33-98, if applicable; and
(3) A statement that the requisite approval of the directors and members was
received.
b. If applicable, notify the attorney general under section 10-33-122.

2. When the notice of intent to dissolve has been filed with the secretary of state and
subject to section 10-33-104, the corporation may not carry on its activities, except to
the extent necessary for the winding up of the corporation.
a. The board and members with voting rights have the right to revoke the dissolution
proceedings under section 10-33-104.
b. The members with voting rights have the right to remove directors or fill
vacancies on the board.
c. The corporate existence continues to the extent necessary to wind up the affairs
of the corporation until the dissolution proceedings are revoked or articles of
dissolution are filed with the secretary of state.
3. The filing with the secretary of state of a notice of intent to dissolve does not affect a
remedy in favor of the corporation or a remedy against it or its directors, officers, or
members in those capacities, except as provided in section 10-33-115.