§ 10-35-28 — Annual report - Franchise fee

North Dakota § 10-35-28

• Jurisdiction: North Dakota
• Title 10: Corporations
• Ch. 10-35: Publicly Traded Corporations

Text

1. Instead of filing an annual report under section 10-19.1-146, each publicly traded
corporation shall file under this section, within the time provided in section 10-35-29,
an annual report setting forth:
a. The name of the publicly traded corporation;
b. A statement that it is a publicly traded corporation;
c. The name of the publicly traded corporation's registered agent and the address of
the registered office of the publicly traded corporation;
d. The address of the principal executive office of the publicly traded corporation;
e. A brief statement of the character of the business, if any, in which the publicly
traded corporation is actually engaged in this state; and
f. The names and respective business addresses of the executive officers and
directors of the publicly traded corporation.
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 58 of section 10-19.1-01,
the articles or the bylaws, or by a resolution approved by the affirmative vote of the
required proportion or number of the directors. If the publicly traded corporation is in
the hands of a receiver or trustee, it must be signed on behalf of the publicly traded
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. Instead of the fees provided for annual report filings in section 10-19.1-147, the
secretary of state shall collect a franchise fee with the annual report from every
publicly traded corporation for each calendar year in an amount equal to sixty dollars
for each ten thousand shares of authorized capital stock of the publicly traded
corporation.
a. In the case of a publicly traded corporation that has not been a publicly traded
corporation during an entire twelve-month calendar year, the amount of the
publicly traded corporation franchise fee due, as provided in this section, shall be
prorated on a monthly basis for the portion of the year during which the publicly
traded corporation was a publicly traded corporation. For this purpose, any
portion of a month shall be regarded as a whole month.
b. In no case shall the publicly traded corporation franchise fee imposed by this
section be more than eighty thousand dollars or less than sixty dollars.
c. If a publicly traded corporation changes during a calendar year the number of
shares of its authorized capital stock, the total annual publicly traded corporation
franchise fee payable as provided in this section shall be arrived at by adding

together the franchise fees calculated as set forth in this section as prorated for
the several periods of the year during which each distinct authorized amount of
shares of capital stock was in effect.
d. For the purpose of computing the franchise fee imposed by this section, the
authorized capital stock of a publicly traded corporation shall be considered to be
the total number of shares of all classes and series that the public corporation is
authorized to issue, whether or not the number of shares that may be outstanding
at any one time is a lesser number.
e. Except as provided in this subsection, the publicly traded corporation franchise
fee shall be in addition to any other taxes or fees imposed by this state on the
publicly traded corporation.