§ 12.1-03-02 — Corporate and limited liability company criminal responsibility

1. A corporation or a limited liability company may be convicted of:
a. Any offense committed by an agent of the corporation or limited liability company
within the scope of the agent's employment on the basis of conduct authorized,
requested, or commanded, by any of the following or a combination of them:
(1) The board of directors or the board of governors.
(2) An executive officer, executive manager, or any other agent in a position of
comparable authority with respect to the formulation of policy or the
supervision in a managerial capacity of subordinate employees.
(3) Any person, whether or not an officer of the corporation, who controls the
corporation or is responsibly involved in forming its policy.
(4) Any person, whether or not a manager of the limited liability company, who
controls the limited liability company or is responsibly involved in forming its
policy.
(5) Any other person for whose act or omission the statute defining the offense
provides corporate or limited liability company responsibility for offenses.
b. Any offense consisting of an omission to discharge a specific duty of affirmative
conduct imposed on a corporation or a limited liability company by law.
c. Any misdemeanor committed by an agent of the corporation or the limited liability
company within the scope of the agent's employment.
d. Any offense for which an individual may be convicted without proof of culpability,
committed by an agent of the corporation or the limited liability company within
the scope of the agent's employment.
2. It is no defense that an individual upon whose conduct liability of the corporation or the
limited liability company for an offense is based has been acquitted, has not been
prosecuted or convicted, has been convicted of a different offense, is immune from
prosecution, or is otherwise not subject to justice.