§ 10-36-07 — Secretary of state - Annual report of nonprofit limited liability companies and foreign nonprofit limited liability companies

North Dakota § 10-36-07

• Jurisdiction: North Dakota
• Title 10: Corporations
• Ch. 10-36: Nonprofit Limited Liability Company Act

Text

and foreign nonprofit limited liability companies.
1. Each nonprofit limited liability company, and each foreign nonprofit limited liability
company 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 nonprofit limited liability company or foreign nonprofit limited
liability company and the state or country under the laws of which it is organized.
b. The address of the registered office of the nonprofit limited liability company or
foreign nonprofit limited liability company 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 nonprofit limited
liability company or foreign nonprofit limited liability company is actually engaged
in this state.

d. The names and respective addresses of the managers and governors of the
nonprofit limited liability company or foreign nonprofit limited liability company or
the name or names and respective address or addresses of the managing
member or members of the nonprofit limited liability company or foreign nonprofit
limited liability company.
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 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 governors or members entitled to vote. If the nonprofit limited liability
company or foreign nonprofit limited liability company is in the hands of a receiver or
trustee, it must be signed on behalf of the nonprofit limited liability company or foreign
nonprofit limited liability company 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 limited liability
company or foreign nonprofit limited liability company must be delivered to the
secretary of state before February second of each year. The first annual report of a
nonprofit limited liability company must be delivered before February second of the
year following the calendar year of the effective date stated in the articles of
organization, and the first annual report of a foreign nonprofit limited liability company
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 nonprofit limited liability
company or foreign nonprofit limited liability company 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
nonprofit limited liability company or foreign nonprofit limited liability company failing to
file its annual report that its certificate of organization 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 nonprofit limited liability company or foreign nonprofit
limited liability company 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 10-36-08,
the secretary of state shall restore its certificate of organization or certificate of
authority to good standing.
5. A nonprofit limited liability company 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 nonprofit limited
liability company's certificate of organization on the records of the secretary of
state and shall give notice of the action to the dissolved nonprofit limited liability
company.
b. Notice by the secretary of state must be mailed to the last registered agent at the
last registered office.
6. A foreign nonprofit limited liability company 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 nonprofit limited
liability company's certificate of authority on the records of the secretary of state
and shall give notice of the action to the foreign nonprofit limited liability company.
b. Notice by the secretary of state must be mailed to the foreign nonprofit limited
liability company'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 nonprofit limited liability company that was dissolved for failure to file an annual
report, or a foreign nonprofit limited liability company 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 10-36-08. 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 nonprofit limited liability company.