§ 10-35-32 — Secretary of state - Powers - Enforcement - Penalty - Appeal

North Dakota § 10-35-32

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

Text

1. The secretary of state has the power and authority reasonably necessary to efficiently
administer this chapter and to perform the duties imposed thereby.
2. The secretary of state may propound to any publicly traded corporation that is subject
to this chapter and to any officer, director, or employee thereof, any interrogatory
reasonably necessary and proper to ascertain whether the publicly traded corporation
has complied with all provisions of this chapter applicable to the publicly traded
corporation.
a. The interrogatory must be answered within thirty days after mailing or within any
additional time as may be fixed by the secretary of state. The answer to the
interrogatory must be full and complete and must be made in writing and under
oath.
b. If the interrogatory is directed:
(1) To an individual, it must be answered by that individual; or
(2) To a publicly traded corporation, it must be answered by the president, vice
president, secretary, or assistant secretary of the publicly traded corporation.
c. The secretary of state is not required to file any record to which the interrogatory
relates until the interrogatory has been answered, and not then if the answers
disclose the record is not in conformity with this chapter.
d. The secretary of state shall certify to the attorney general, for action the attorney
general may deem appropriate, any interrogatory and answers thereto, which
discloses a violation of this chapter.
e. Each officer, director, or employee of a publicly traded corporation who fails or
refuses within the time provided by subdivision a to answer truthfully and fully an
interrogatory propounded to that person by the secretary of state is guilty of an
infraction.
f. An interrogatory propounded by the secretary of state and the answers are not
open to public inspection. The secretary of state may not disclose any facts or
information obtained from the interrogatory or answers except insofar as
permitted by law or insofar as required for evidence in any criminal proceedings
or other action by this state.

3. If the secretary of state rejects any record required by this chapter to be approved by
the secretary of state before the record may be filed, then the secretary of state shall
give written notice of the rejection to the person that delivered the record, specifying
the reasons for rejection.
a. Within thirty days after the service of the notice of denial, the publicly traded
corporation may appeal to the district court in the judicial district serving Burleigh
County by filing with the clerk of court a petition setting forth a copy of the record
sought to be filed and a copy of the written rejection of the record by the secretary
of state.
b. The matter must be tried de novo by the court. The court shall either sustain the
action of the secretary of state or direct the secretary of state to take the action
the court determines proper.
4. If the secretary of state dissolves a publicly traded corporation pursuant to
subsection 2 of section 10-35-31, then the publicly traded corporation may appeal to
the district court in the judicial district serving Burleigh County by filing with the clerk of
court a petition, including:
a. A copy of the publicly traded corporation's articles of incorporation; and
b. A copy of the notice of dissolution given by the secretary of state.
5. The district court shall try the matter de novo. The court shall sustain the action of the
secretary of state or direct the secretary of state to take the action the court
determines proper.
6. If the court order sought is one for reinstatement of a publicly traded corporation that
has been dissolved as provided in subsection 2 of section 10-35-31, then together with
any other actions the court deems proper, any such order which reverses the decision
of the secretary of state shall require the publicly traded corporation to:
a. File all past-due annual reports;
b. Pay the publicly traded corporation franchise fees to the secretary of state for
each annual report as provided in subsection 3 of section 10-35-28; and
c. Pay the reinstatement fee to the secretary of state as provided in subsection 3 of
section 10-35-31.
7. Appeals from all final orders and judgments entered by the district court under this
section in review of any ruling or decision of the secretary of state are treated as other
civil actions.