CHAPTER 10-36NONPROFIT LIMITED LIABILITY COMPANY ACT10-36-01. Citation. This chapter may be cited as the North Dakota Nonprofit LimitedLiability Company Act.10-36-02.Definitions.For purposes of this chapter, unless the context otherwiserequires:1."Foreign nonprofit limited liability company" means a nonprofit limited liability<br>company which is organized under laws other than the laws of this state for a<br>purpose for which a nonprofit limited liability company may be organized under this<br>chapter.2."Nonprofit limited liability company" means a nonprofit limited liability company,<br>other than a foreign nonprofit limited liability company, that is organized under or<br>governed by this chapter.10-36-03. Applicability of chapters 10-32 and 10-33.1.In any case not provided for in this chapter, chapter 10-33 governs.2.In applying chapter 10-33 to a nonprofit limited liability company and unless the<br>context otherwise requires, all references in chapter 10-33 to:a."Board" refers to the board of governors.b."Corporation" refers to a nonprofit limited liability company.c."Director" refers to a governor.d."Foreign corporation" refers to a foreign nonprofit limited liability company.e."Officer" refers to a manager.3.Section 10-32-10 applies to the name of a nonprofit limited liability company as if it<br>were a limited liability company governed under chapter 10-32.10-36-04.Tax status of a nonprofit limited liability company.The status of anonprofit limited liability company under this chapter is not determinative of its tax treatment.10-36-05. Limitations on persons who may be members. An individual may not be amember of, or own any financial rights or governance rights in, a nonprofit limited liability<br>company.10-36-06. Notice to and authority of attorney general. The attorney general has thesame authority and powers with regard to a nonprofit limited liability company as the attorney<br>general has with regard to a corporation governed by chapter 10-33, including sections<br>10-33-121, 10-33-122, 10-33-137, 10-33-144, 10-33-145, 10-33-146, 10-33-147, 10-33-148, and<br>10-33-149.10-36-07. Secretary of state - Annual report of nonprofit limited liability companiesand foreign nonprofit limited liability companies.1.Each nonprofit limited liability company, and each foreign nonprofit limited liability<br>company authorized to conduct activities in this state, shall file, within the time<br>provided in subsection 3, an annual report setting forth:Page No. 1a.The name of the nonprofit limited liability company or foreign nonprofit limited<br>liability company and the state or country under the laws of which it is<br>organized.b.The address of the registered office of the nonprofit limited liability company or<br>foreign nonprofit limited liability company in this state, the name of its registered<br>agent in this state at that address, and the address of its principal executive<br>office.c.A brief statement of the character of the activities in which the nonprofit limited<br>liability company or foreign nonprofit limited liability company is actually<br>engaged in this state.d.The names and respective addresses of the managers and governors of the<br>nonprofit limited liability company or foreign nonprofit limited liability company<br>or the name or names and respective address or addresses of the managing<br>member or members of the nonprofit limited liability company or foreign<br>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.<br>The information provided must be given as of the date of the execution of the report.<br>The annual report must be signed as provided in section 10-33-01 or in the articles<br>or bylaws, or in a resolution approved by the affirmative vote of the required<br>proportion or number of the governors or members entitled to vote. If the nonprofit<br>limited liability company or foreign nonprofit limited liability company is in the hands<br>of a receiver or trustee, it must be signed on behalf of the nonprofit limited liability<br>company or foreign nonprofit limited liability company by the receiver or trustee. The<br>secretary of state may destroy all annual reports provided for in this section after<br>they have been on file for six years.3.The annual report must be delivered to the secretary of state before February<br>second of each year, except that the first annual report must be delivered before<br>February second of the year following the calendar year in which the certificate of<br>organization or certificate of authority was issued by the secretary of state.a.An annual report in a sealed envelope postmarked by the United States postal<br>service before February second, or an annual report in a sealed packet with a<br>verified shipment date by any other carrier service before February second,<br>complies with this requirement. When the filing date falls on a Saturday or<br>holiday as defined in section 1-03-01, a postmark or verified shipment date on<br>the next business day complies with this requirement.b.The secretary of state must file the report if the report conforms to the<br>requirements of subsection 2.(1)If the report does not conform, it must be returned to the nonprofit limited<br>liability company or foreign nonprofit limited liability company for any<br>necessary corrections.(2)If the report is filed before the deadlines provided in this subsection,<br>penalties for the failure to file a report within the time provided do not<br>apply, if the report is corrected to conform to the requirements of<br>subsection 2 and returned to the secretary of state within thirty days after<br>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<br>nonprofit limited liability company or foreign nonprofit limited liability company failingPage No. 2to file its annual report that its certificate of organization or certificate of authority is<br>not in good standing and that it may be dissolved or revoked pursuant to<br>subsections 5 and 6.The secretary of state must mail the notice to the lastregistered agent at the last registered office. If the nonprofit limited liability company<br>or foreign nonprofit limited liability company files its annual report after the notice is<br>mailed, together with the annual report filing fee and late filing penalty fee as<br>provided in section 10-36-08, the secretary of state shall restore its certificate of<br>organization or certificate of authority to good standing.5.A nonprofit limited liability company that does not file its annual report, along with the<br>statutory filing and penalty fees, within one year after the date established in<br>subsection 3 ceases to exist and is considered involuntarily dissolved by operation of<br>law.a.Thereafter, the secretary of state shall note the termination of the nonprofit<br>limited liability company's certificate of organization on the records of the<br>secretary of state and shall give notice of the action to the dissolved nonprofit<br>limited liability company.b.Notice by the secretary of state must be mailed to the last registered agent at<br>the last registered office.6.A foreign nonprofit limited liability company that does not file its annual report, along<br>with the statutory filing and penalty fees, within one year after the date established<br>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<br>liability company's certificate of authority on the records of the secretary of state<br>and shall give notice of the action to the foreign nonprofit limited liability<br>company.b.Notice by the secretary of state must be mailed to the foreign nonprofit limited<br>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<br>revoked under this subsection is final.7.A nonprofit limited liability company that was dissolved for failure to file an annual<br>report, or a foreign nonprofit limited liability company whose authority was forfeited<br>by failure to file an annual report, may be reinstated by filing a past-due report,<br>together with the statutory filing and penalty fees for an annual report and a<br>reinstatement fee as provided in section 10-36-08. The fees must be paid and the<br>report filed within one year following the involuntary dissolution or revocation.<br>Reinstatement under this subsection does not affect the rights or liability for the time<br>from the dissolution or revocation to the reinstatement.8.The secretary of state may waive any penalties provided in this section when an<br>annual report form could not be delivered to the nonprofit limited liability company.10-36-08. Secretary of state - Fees and charges.1.The secretary of state shall charge and collect for:a.Filing articles of organization and issuing a certificate of organization, forty<br>dollars.b.Filing articles of amendment, twenty dollars.c.Filing articles of correction, twenty dollars.Page No. 3d.Filing restated articles of organization, thirty dollars.e.Filing articles of merger or consolidation and issuing a certificate of merger or<br>consolidation, fifty dollars.f.Filing a notice of dissolution, ten dollars.g.Filing articles of dissolution and termination, twenty dollars.h.Filing a statement of change of address of registered office or change of<br>registered agent, or both, the fee provided in section 10-01.1-03.i.Filing an application to reserve a name, ten dollars.j.Filing a notice of transfer of a reserved name, ten dollars.k.Filing a cancellation of reserved name, ten dollars.l.Filing a consent to use of a deceptively similar name, ten dollars.m.Filing an application of a foreign nonprofit limited liability company for a<br>certificate of authority to conduct affairs in this state and issuing a certificate of<br>authority, forty dollars.n.Filing an application of a foreign nonprofit limited liability company for an<br>amended certificate of authority, forty dollars.o.Filing a certified statement of merger of a foreign nonprofit limited liability<br>company holding a certificate of authority to conduct activities in this state, fifty<br>dollars.p.Filing an application for withdrawal of a foreign nonprofit limited liability<br>company and issuing a certificate of withdrawal, twenty dollars.q.Filing an annual report of a domestic or foreign nonprofit limited liability<br>company, ten dollars.(1)The secretary of state shall charge and collect additional fees for late<br>filing of the annual report:(a)After the date provided in subsection 3 of section 10-36-07, five<br>dollars; and(b)After the dissolution of a nonprofit limited liability company, or the<br>revocation of the certificate of authority of a foreign nonprofit<br>limited liability company, the reinstatement fee of forty dollars.(2)Fees paid to the secretary of state according to this subdivision are not<br>refundable if an annual report submitted to the secretary of state cannot<br>be filed because it lacks information required by section 10-36-07, or the<br>annual report lacks sufficient payment as required by this subdivision.r.Submitting any record for approval before the actual time of submission for<br>filing, one-half of the fee provided in this subsection for filing the record.s.Filing any other statement of a domestic or foreign nonprofit limited liability<br>company, ten dollars.2.The secretary of state shall charge and collect:Page No. 4a.For furnishing a certified copy of any record, instrument, or paper relating to a<br>nonprofit limited liability company, the fee provided in section 54-09-04 for<br>copying a record and fifteen dollars for the certificate and affixing the seal to the<br>certificate.b.At the time of any service of process on the secretary of state as resident agent<br>of a nonprofit limited liability company, twenty-five dollars, which may be<br>recovered as taxable costs by the party to the claim for relief causing the<br>service to be made if that party prevails in the suit or action.10-36-09. Secretary of state - Enforcement - Appeal - Penalty.1.The secretary of state may administer this chapter.2.The secretary of state may propound to any nonprofit limited liability company or<br>foreign nonprofit limited liability company that is subject to this chapter and to any<br>officer, director, or employee thereof any interrogatory as may be reasonably<br>necessary and proper to ascertain whether the nonprofit limited liability company has<br>complied with this chapter applicable to the nonprofit limited liability company.a.The interrogatory must be answered within thirty days after mailing or within<br>any additional time as must be fixed by the secretary of state. The answers to<br>the interrogatory must be full and complete and must be made in writing and<br>under oath.b.If the interrogatory is directed:(1)To an individual, it must be answered by that individual; or(2)To a nonprofit limited liability company, it must be answered by the<br>president, vice president, secretary, or assistant secretary of the nonprofit<br>limited liability company.c.The secretary of state need not file any record to which the interrogatory relates<br>until the interrogatory has been answered, and not then if the answers disclose<br>that the record is not in conformity with this chapter.d.The secretary of state shall certify to the attorney general, for action the<br>attorney general may deem appropriate, an interrogatory and answers thereto,<br>which discloses a violation of this chapter.e.Each governor, manager, or employee of a nonprofit limited liability company or<br>foreign nonprofit limited liability company who fails or refuses within the time<br>provided by subdivision a to answer truthfully and fully an interrogatory<br>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<br>open to public inspection. The secretary of state may not disclose any facts or<br>information obtained from the interrogatory or answers except insofar as may<br>be permitted by law or insofar as is required for evidence in any criminal<br>proceedings or other action by this state.3.If the secretary of state rejects any record required by this chapter to be approved by<br>the secretary of state before the record may be filed, then the secretary of state shall<br>give written notice of the rejection to the person that delivered the record, specifying<br>the reasons for rejection.a.Within thirty days after the service of the notice of denial, the nonprofit limited<br>liability company or foreign nonprofit limited liability company, as the case mayPage No. 5be, may appeal to the district court in the judicial district serving Burleigh<br>County by filing with the clerk of the court a petition setting forth a copy of the<br>record sought to be filed and a copy of the written rejection of the record by the<br>secretary of state.b.The matter must be tried de novo by the court. The court shall either sustain<br>the action of the secretary of state or direct the secretary of state to take the<br>action the court determines proper.4.If the secretary of state dissolves a nonprofit limited liability company or revokes the<br>certificate of authority to conduct activities in this state of any foreign nonprofit<br>limited liability company, pursuant to section 10-36-07, the nonprofit limited liability<br>company or foreign nonprofit limited liability company may appeal to the district court<br>in the judicial district serving Burleigh County by filing with the clerk of the court a<br>petition, including:a.A copy of the nonprofit limited liability company's articles of organization and a<br>copy of the notice of dissolution given by the secretary of state; orb.A copy of the foreign nonprofit limited liability company's certificate of authority<br>to conduct activities in this state and a copy of the notice of revocation given by<br>the secretary of state. The matter must be tried de novo by the court. The<br>court shall sustain the action of the secretary of state or shall direct the<br>secretary of state to take the action the court determines proper.5.If the court order sought is one for reinstatement of a nonprofit limited liability<br>company that has been dissolved as provided in subsection 5 of section 10-36-07,<br>or for reinstatement of the certificate of authority of a foreign nonprofit limited liability<br>company that has been revoked as provided in subsection 6 of section 10-36-07,<br>then together with any other actions the court deems proper, any such order which<br>reverses the decision of the secretary of state shall require the nonprofit limited<br>liability company or foreign nonprofit limited liability company to:a.File the most recent past-due annual report;b.Pay the fees to the secretary of state for all past-due annual reports as provided<br>in subdivision q of subsection 1 of section 10-36-08; andc.Pay the reinstatement fee to the secretary of state as provided in subdivision q<br>of subsection 1 of section 10-36-08.Page No. 6Document Outlinechapter 10-36 nonprofit limited liability company act
CHAPTER 10-36NONPROFIT LIMITED LIABILITY COMPANY ACT10-36-01. Citation. This chapter may be cited as the North Dakota Nonprofit LimitedLiability Company Act.10-36-02.Definitions.For purposes of this chapter, unless the context otherwiserequires:1."Foreign nonprofit limited liability company" means a nonprofit limited liability<br>company which is organized under laws other than the laws of this state for a<br>purpose for which a nonprofit limited liability company may be organized under this<br>chapter.2."Nonprofit limited liability company" means a nonprofit limited liability company,<br>other than a foreign nonprofit limited liability company, that is organized under or<br>governed by this chapter.10-36-03. Applicability of chapters 10-32 and 10-33.1.In any case not provided for in this chapter, chapter 10-33 governs.2.In applying chapter 10-33 to a nonprofit limited liability company and unless the<br>context otherwise requires, all references in chapter 10-33 to:a."Board" refers to the board of governors.b."Corporation" refers to a nonprofit limited liability company.c."Director" refers to a governor.d."Foreign corporation" refers to a foreign nonprofit limited liability company.e."Officer" refers to a manager.3.Section 10-32-10 applies to the name of a nonprofit limited liability company as if it<br>were a limited liability company governed under chapter 10-32.10-36-04.Tax status of a nonprofit limited liability company.The status of anonprofit limited liability company under this chapter is not determinative of its tax treatment.10-36-05. Limitations on persons who may be members. An individual may not be amember of, or own any financial rights or governance rights in, a nonprofit limited liability<br>company.10-36-06. Notice to and authority of attorney general. The attorney general has thesame authority and powers with regard to a nonprofit limited liability company as the attorney<br>general has with regard to a corporation governed by chapter 10-33, including sections<br>10-33-121, 10-33-122, 10-33-137, 10-33-144, 10-33-145, 10-33-146, 10-33-147, 10-33-148, and<br>10-33-149.10-36-07. Secretary of state - Annual report of nonprofit limited liability companiesand foreign nonprofit limited liability companies.1.Each nonprofit limited liability company, and each foreign nonprofit limited liability<br>company authorized to conduct activities in this state, shall file, within the time<br>provided in subsection 3, an annual report setting forth:Page No. 1a.The name of the nonprofit limited liability company or foreign nonprofit limited<br>liability company and the state or country under the laws of which it is<br>organized.b.The address of the registered office of the nonprofit limited liability company or<br>foreign nonprofit limited liability company in this state, the name of its registered<br>agent in this state at that address, and the address of its principal executive<br>office.c.A brief statement of the character of the activities in which the nonprofit limited<br>liability company or foreign nonprofit limited liability company is actually<br>engaged in this state.d.The names and respective addresses of the managers and governors of the<br>nonprofit limited liability company or foreign nonprofit limited liability company<br>or the name or names and respective address or addresses of the managing<br>member or members of the nonprofit limited liability company or foreign<br>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.<br>The information provided must be given as of the date of the execution of the report.<br>The annual report must be signed as provided in section 10-33-01 or in the articles<br>or bylaws, or in a resolution approved by the affirmative vote of the required<br>proportion or number of the governors or members entitled to vote. If the nonprofit<br>limited liability company or foreign nonprofit limited liability company is in the hands<br>of a receiver or trustee, it must be signed on behalf of the nonprofit limited liability<br>company or foreign nonprofit limited liability company by the receiver or trustee. The<br>secretary of state may destroy all annual reports provided for in this section after<br>they have been on file for six years.3.The annual report must be delivered to the secretary of state before February<br>second of each year, except that the first annual report must be delivered before<br>February second of the year following the calendar year in which the certificate of<br>organization or certificate of authority was issued by the secretary of state.a.An annual report in a sealed envelope postmarked by the United States postal<br>service before February second, or an annual report in a sealed packet with a<br>verified shipment date by any other carrier service before February second,<br>complies with this requirement. When the filing date falls on a Saturday or<br>holiday as defined in section 1-03-01, a postmark or verified shipment date on<br>the next business day complies with this requirement.b.The secretary of state must file the report if the report conforms to the<br>requirements of subsection 2.(1)If the report does not conform, it must be returned to the nonprofit limited<br>liability company or foreign nonprofit limited liability company for any<br>necessary corrections.(2)If the report is filed before the deadlines provided in this subsection,<br>penalties for the failure to file a report within the time provided do not<br>apply, if the report is corrected to conform to the requirements of<br>subsection 2 and returned to the secretary of state within thirty days after<br>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<br>nonprofit limited liability company or foreign nonprofit limited liability company failingPage No. 2to file its annual report that its certificate of organization or certificate of authority is<br>not in good standing and that it may be dissolved or revoked pursuant to<br>subsections 5 and 6.The secretary of state must mail the notice to the lastregistered agent at the last registered office. If the nonprofit limited liability company<br>or foreign nonprofit limited liability company files its annual report after the notice is<br>mailed, together with the annual report filing fee and late filing penalty fee as<br>provided in section 10-36-08, the secretary of state shall restore its certificate of<br>organization or certificate of authority to good standing.5.A nonprofit limited liability company that does not file its annual report, along with the<br>statutory filing and penalty fees, within one year after the date established in<br>subsection 3 ceases to exist and is considered involuntarily dissolved by operation of<br>law.a.Thereafter, the secretary of state shall note the termination of the nonprofit<br>limited liability company's certificate of organization on the records of the<br>secretary of state and shall give notice of the action to the dissolved nonprofit<br>limited liability company.b.Notice by the secretary of state must be mailed to the last registered agent at<br>the last registered office.6.A foreign nonprofit limited liability company that does not file its annual report, along<br>with the statutory filing and penalty fees, within one year after the date established<br>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<br>liability company's certificate of authority on the records of the secretary of state<br>and shall give notice of the action to the foreign nonprofit limited liability<br>company.b.Notice by the secretary of state must be mailed to the foreign nonprofit limited<br>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<br>revoked under this subsection is final.7.A nonprofit limited liability company that was dissolved for failure to file an annual<br>report, or a foreign nonprofit limited liability company whose authority was forfeited<br>by failure to file an annual report, may be reinstated by filing a past-due report,<br>together with the statutory filing and penalty fees for an annual report and a<br>reinstatement fee as provided in section 10-36-08. The fees must be paid and the<br>report filed within one year following the involuntary dissolution or revocation.<br>Reinstatement under this subsection does not affect the rights or liability for the time<br>from the dissolution or revocation to the reinstatement.8.The secretary of state may waive any penalties provided in this section when an<br>annual report form could not be delivered to the nonprofit limited liability company.10-36-08. Secretary of state - Fees and charges.1.The secretary of state shall charge and collect for:a.Filing articles of organization and issuing a certificate of organization, forty<br>dollars.b.Filing articles of amendment, twenty dollars.c.Filing articles of correction, twenty dollars.Page No. 3d.Filing restated articles of organization, thirty dollars.e.Filing articles of merger or consolidation and issuing a certificate of merger or<br>consolidation, fifty dollars.f.Filing a notice of dissolution, ten dollars.g.Filing articles of dissolution and termination, twenty dollars.h.Filing a statement of change of address of registered office or change of<br>registered agent, or both, the fee provided in section 10-01.1-03.i.Filing an application to reserve a name, ten dollars.j.Filing a notice of transfer of a reserved name, ten dollars.k.Filing a cancellation of reserved name, ten dollars.l.Filing a consent to use of a deceptively similar name, ten dollars.m.Filing an application of a foreign nonprofit limited liability company for a<br>certificate of authority to conduct affairs in this state and issuing a certificate of<br>authority, forty dollars.n.Filing an application of a foreign nonprofit limited liability company for an<br>amended certificate of authority, forty dollars.o.Filing a certified statement of merger of a foreign nonprofit limited liability<br>company holding a certificate of authority to conduct activities in this state, fifty<br>dollars.p.Filing an application for withdrawal of a foreign nonprofit limited liability<br>company and issuing a certificate of withdrawal, twenty dollars.q.Filing an annual report of a domestic or foreign nonprofit limited liability<br>company, ten dollars.(1)The secretary of state shall charge and collect additional fees for late<br>filing of the annual report:(a)After the date provided in subsection 3 of section 10-36-07, five<br>dollars; and(b)After the dissolution of a nonprofit limited liability company, or the<br>revocation of the certificate of authority of a foreign nonprofit<br>limited liability company, the reinstatement fee of forty dollars.(2)Fees paid to the secretary of state according to this subdivision are not<br>refundable if an annual report submitted to the secretary of state cannot<br>be filed because it lacks information required by section 10-36-07, or the<br>annual report lacks sufficient payment as required by this subdivision.r.Submitting any record for approval before the actual time of submission for<br>filing, one-half of the fee provided in this subsection for filing the record.s.Filing any other statement of a domestic or foreign nonprofit limited liability<br>company, ten dollars.2.The secretary of state shall charge and collect:Page No. 4a.For furnishing a certified copy of any record, instrument, or paper relating to a<br>nonprofit limited liability company, the fee provided in section 54-09-04 for<br>copying a record and fifteen dollars for the certificate and affixing the seal to the<br>certificate.b.At the time of any service of process on the secretary of state as resident agent<br>of a nonprofit limited liability company, twenty-five dollars, which may be<br>recovered as taxable costs by the party to the claim for relief causing the<br>service to be made if that party prevails in the suit or action.10-36-09. Secretary of state - Enforcement - Appeal - Penalty.1.The secretary of state may administer this chapter.2.The secretary of state may propound to any nonprofit limited liability company or<br>foreign nonprofit limited liability company that is subject to this chapter and to any<br>officer, director, or employee thereof any interrogatory as may be reasonably<br>necessary and proper to ascertain whether the nonprofit limited liability company has<br>complied with this chapter applicable to the nonprofit limited liability company.a.The interrogatory must be answered within thirty days after mailing or within<br>any additional time as must be fixed by the secretary of state. The answers to<br>the interrogatory must be full and complete and must be made in writing and<br>under oath.b.If the interrogatory is directed:(1)To an individual, it must be answered by that individual; or(2)To a nonprofit limited liability company, it must be answered by the<br>president, vice president, secretary, or assistant secretary of the nonprofit<br>limited liability company.c.The secretary of state need not file any record to which the interrogatory relates<br>until the interrogatory has been answered, and not then if the answers disclose<br>that the record is not in conformity with this chapter.d.The secretary of state shall certify to the attorney general, for action the<br>attorney general may deem appropriate, an interrogatory and answers thereto,<br>which discloses a violation of this chapter.e.Each governor, manager, or employee of a nonprofit limited liability company or<br>foreign nonprofit limited liability company who fails or refuses within the time<br>provided by subdivision a to answer truthfully and fully an interrogatory<br>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<br>open to public inspection. The secretary of state may not disclose any facts or<br>information obtained from the interrogatory or answers except insofar as may<br>be permitted by law or insofar as is required for evidence in any criminal<br>proceedings or other action by this state.3.If the secretary of state rejects any record required by this chapter to be approved by<br>the secretary of state before the record may be filed, then the secretary of state shall<br>give written notice of the rejection to the person that delivered the record, specifying<br>the reasons for rejection.a.Within thirty days after the service of the notice of denial, the nonprofit limited<br>liability company or foreign nonprofit limited liability company, as the case mayPage No. 5be, may appeal to the district court in the judicial district serving Burleigh<br>County by filing with the clerk of the court a petition setting forth a copy of the<br>record sought to be filed and a copy of the written rejection of the record by the<br>secretary of state.b.The matter must be tried de novo by the court. The court shall either sustain<br>the action of the secretary of state or direct the secretary of state to take the<br>action the court determines proper.4.If the secretary of state dissolves a nonprofit limited liability company or revokes the<br>certificate of authority to conduct activities in this state of any foreign nonprofit<br>limited liability company, pursuant to section 10-36-07, the nonprofit limited liability<br>company or foreign nonprofit limited liability company may appeal to the district court<br>in the judicial district serving Burleigh County by filing with the clerk of the court a<br>petition, including:a.A copy of the nonprofit limited liability company's articles of organization and a<br>copy of the notice of dissolution given by the secretary of state; orb.A copy of the foreign nonprofit limited liability company's certificate of authority<br>to conduct activities in this state and a copy of the notice of revocation given by<br>the secretary of state. The matter must be tried de novo by the court. The<br>court shall sustain the action of the secretary of state or shall direct the<br>secretary of state to take the action the court determines proper.5.If the court order sought is one for reinstatement of a nonprofit limited liability<br>company that has been dissolved as provided in subsection 5 of section 10-36-07,<br>or for reinstatement of the certificate of authority of a foreign nonprofit limited liability<br>company that has been revoked as provided in subsection 6 of section 10-36-07,<br>then together with any other actions the court deems proper, any such order which<br>reverses the decision of the secretary of state shall require the nonprofit limited<br>liability company or foreign nonprofit limited liability company to:a.File the most recent past-due annual report;b.Pay the fees to the secretary of state for all past-due annual reports as provided<br>in subdivision q of subsection 1 of section 10-36-08; andc.Pay the reinstatement fee to the secretary of state as provided in subdivision q<br>of subsection 1 of section 10-36-08.Page No. 6Document Outlinechapter 10-36 nonprofit limited liability company act
CHAPTER 10-36NONPROFIT LIMITED LIABILITY COMPANY ACT10-36-01. Citation. This chapter may be cited as the North Dakota Nonprofit LimitedLiability Company Act.10-36-02.Definitions.For purposes of this chapter, unless the context otherwiserequires:1."Foreign nonprofit limited liability company" means a nonprofit limited liability<br>company which is organized under laws other than the laws of this state for a<br>purpose for which a nonprofit limited liability company may be organized under this<br>chapter.2."Nonprofit limited liability company" means a nonprofit limited liability company,<br>other than a foreign nonprofit limited liability company, that is organized under or<br>governed by this chapter.10-36-03. Applicability of chapters 10-32 and 10-33.1.In any case not provided for in this chapter, chapter 10-33 governs.2.In applying chapter 10-33 to a nonprofit limited liability company and unless the<br>context otherwise requires, all references in chapter 10-33 to:a."Board" refers to the board of governors.b."Corporation" refers to a nonprofit limited liability company.c."Director" refers to a governor.d."Foreign corporation" refers to a foreign nonprofit limited liability company.e."Officer" refers to a manager.3.Section 10-32-10 applies to the name of a nonprofit limited liability company as if it<br>were a limited liability company governed under chapter 10-32.10-36-04.Tax status of a nonprofit limited liability company.The status of anonprofit limited liability company under this chapter is not determinative of its tax treatment.10-36-05. Limitations on persons who may be members. An individual may not be amember of, or own any financial rights or governance rights in, a nonprofit limited liability<br>company.10-36-06. Notice to and authority of attorney general. The attorney general has thesame authority and powers with regard to a nonprofit limited liability company as the attorney<br>general has with regard to a corporation governed by chapter 10-33, including sections<br>10-33-121, 10-33-122, 10-33-137, 10-33-144, 10-33-145, 10-33-146, 10-33-147, 10-33-148, and<br>10-33-149.10-36-07. Secretary of state - Annual report of nonprofit limited liability companiesand foreign nonprofit limited liability companies.1.Each nonprofit limited liability company, and each foreign nonprofit limited liability<br>company authorized to conduct activities in this state, shall file, within the time<br>provided in subsection 3, an annual report setting forth:Page No. 1a.The name of the nonprofit limited liability company or foreign nonprofit limited<br>liability company and the state or country under the laws of which it is<br>organized.b.The address of the registered office of the nonprofit limited liability company or<br>foreign nonprofit limited liability company in this state, the name of its registered<br>agent in this state at that address, and the address of its principal executive<br>office.c.A brief statement of the character of the activities in which the nonprofit limited<br>liability company or foreign nonprofit limited liability company is actually<br>engaged in this state.d.The names and respective addresses of the managers and governors of the<br>nonprofit limited liability company or foreign nonprofit limited liability company<br>or the name or names and respective address or addresses of the managing<br>member or members of the nonprofit limited liability company or foreign<br>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.<br>The information provided must be given as of the date of the execution of the report.<br>The annual report must be signed as provided in section 10-33-01 or in the articles<br>or bylaws, or in a resolution approved by the affirmative vote of the required<br>proportion or number of the governors or members entitled to vote. If the nonprofit<br>limited liability company or foreign nonprofit limited liability company is in the hands<br>of a receiver or trustee, it must be signed on behalf of the nonprofit limited liability<br>company or foreign nonprofit limited liability company by the receiver or trustee. The<br>secretary of state may destroy all annual reports provided for in this section after<br>they have been on file for six years.3.The annual report must be delivered to the secretary of state before February<br>second of each year, except that the first annual report must be delivered before<br>February second of the year following the calendar year in which the certificate of<br>organization or certificate of authority was issued by the secretary of state.a.An annual report in a sealed envelope postmarked by the United States postal<br>service before February second, or an annual report in a sealed packet with a<br>verified shipment date by any other carrier service before February second,<br>complies with this requirement. When the filing date falls on a Saturday or<br>holiday as defined in section 1-03-01, a postmark or verified shipment date on<br>the next business day complies with this requirement.b.The secretary of state must file the report if the report conforms to the<br>requirements of subsection 2.(1)If the report does not conform, it must be returned to the nonprofit limited<br>liability company or foreign nonprofit limited liability company for any<br>necessary corrections.(2)If the report is filed before the deadlines provided in this subsection,<br>penalties for the failure to file a report within the time provided do not<br>apply, if the report is corrected to conform to the requirements of<br>subsection 2 and returned to the secretary of state within thirty days after<br>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<br>nonprofit limited liability company or foreign nonprofit limited liability company failingPage No. 2to file its annual report that its certificate of organization or certificate of authority is<br>not in good standing and that it may be dissolved or revoked pursuant to<br>subsections 5 and 6.The secretary of state must mail the notice to the lastregistered agent at the last registered office. If the nonprofit limited liability company<br>or foreign nonprofit limited liability company files its annual report after the notice is<br>mailed, together with the annual report filing fee and late filing penalty fee as<br>provided in section 10-36-08, the secretary of state shall restore its certificate of<br>organization or certificate of authority to good standing.5.A nonprofit limited liability company that does not file its annual report, along with the<br>statutory filing and penalty fees, within one year after the date established in<br>subsection 3 ceases to exist and is considered involuntarily dissolved by operation of<br>law.a.Thereafter, the secretary of state shall note the termination of the nonprofit<br>limited liability company's certificate of organization on the records of the<br>secretary of state and shall give notice of the action to the dissolved nonprofit<br>limited liability company.b.Notice by the secretary of state must be mailed to the last registered agent at<br>the last registered office.6.A foreign nonprofit limited liability company that does not file its annual report, along<br>with the statutory filing and penalty fees, within one year after the date established<br>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<br>liability company's certificate of authority on the records of the secretary of state<br>and shall give notice of the action to the foreign nonprofit limited liability<br>company.b.Notice by the secretary of state must be mailed to the foreign nonprofit limited<br>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<br>revoked under this subsection is final.7.A nonprofit limited liability company that was dissolved for failure to file an annual<br>report, or a foreign nonprofit limited liability company whose authority was forfeited<br>by failure to file an annual report, may be reinstated by filing a past-due report,<br>together with the statutory filing and penalty fees for an annual report and a<br>reinstatement fee as provided in section 10-36-08. The fees must be paid and the<br>report filed within one year following the involuntary dissolution or revocation.<br>Reinstatement under this subsection does not affect the rights or liability for the time<br>from the dissolution or revocation to the reinstatement.8.The secretary of state may waive any penalties provided in this section when an<br>annual report form could not be delivered to the nonprofit limited liability company.10-36-08. Secretary of state - Fees and charges.1.The secretary of state shall charge and collect for:a.Filing articles of organization and issuing a certificate of organization, forty<br>dollars.b.Filing articles of amendment, twenty dollars.c.Filing articles of correction, twenty dollars.Page No. 3d.Filing restated articles of organization, thirty dollars.e.Filing articles of merger or consolidation and issuing a certificate of merger or<br>consolidation, fifty dollars.f.Filing a notice of dissolution, ten dollars.g.Filing articles of dissolution and termination, twenty dollars.h.Filing a statement of change of address of registered office or change of<br>registered agent, or both, the fee provided in section 10-01.1-03.i.Filing an application to reserve a name, ten dollars.j.Filing a notice of transfer of a reserved name, ten dollars.k.Filing a cancellation of reserved name, ten dollars.l.Filing a consent to use of a deceptively similar name, ten dollars.m.Filing an application of a foreign nonprofit limited liability company for a<br>certificate of authority to conduct affairs in this state and issuing a certificate of<br>authority, forty dollars.n.Filing an application of a foreign nonprofit limited liability company for an<br>amended certificate of authority, forty dollars.o.Filing a certified statement of merger of a foreign nonprofit limited liability<br>company holding a certificate of authority to conduct activities in this state, fifty<br>dollars.p.Filing an application for withdrawal of a foreign nonprofit limited liability<br>company and issuing a certificate of withdrawal, twenty dollars.q.Filing an annual report of a domestic or foreign nonprofit limited liability<br>company, ten dollars.(1)The secretary of state shall charge and collect additional fees for late<br>filing of the annual report:(a)After the date provided in subsection 3 of section 10-36-07, five<br>dollars; and(b)After the dissolution of a nonprofit limited liability company, or the<br>revocation of the certificate of authority of a foreign nonprofit<br>limited liability company, the reinstatement fee of forty dollars.(2)Fees paid to the secretary of state according to this subdivision are not<br>refundable if an annual report submitted to the secretary of state cannot<br>be filed because it lacks information required by section 10-36-07, or the<br>annual report lacks sufficient payment as required by this subdivision.r.Submitting any record for approval before the actual time of submission for<br>filing, one-half of the fee provided in this subsection for filing the record.s.Filing any other statement of a domestic or foreign nonprofit limited liability<br>company, ten dollars.2.The secretary of state shall charge and collect:Page No. 4a.For furnishing a certified copy of any record, instrument, or paper relating to a<br>nonprofit limited liability company, the fee provided in section 54-09-04 for<br>copying a record and fifteen dollars for the certificate and affixing the seal to the<br>certificate.b.At the time of any service of process on the secretary of state as resident agent<br>of a nonprofit limited liability company, twenty-five dollars, which may be<br>recovered as taxable costs by the party to the claim for relief causing the<br>service to be made if that party prevails in the suit or action.10-36-09. Secretary of state - Enforcement - Appeal - Penalty.1.The secretary of state may administer this chapter.2.The secretary of state may propound to any nonprofit limited liability company or<br>foreign nonprofit limited liability company that is subject to this chapter and to any<br>officer, director, or employee thereof any interrogatory as may be reasonably<br>necessary and proper to ascertain whether the nonprofit limited liability company has<br>complied with this chapter applicable to the nonprofit limited liability company.a.The interrogatory must be answered within thirty days after mailing or within<br>any additional time as must be fixed by the secretary of state. The answers to<br>the interrogatory must be full and complete and must be made in writing and<br>under oath.b.If the interrogatory is directed:(1)To an individual, it must be answered by that individual; or(2)To a nonprofit limited liability company, it must be answered by the<br>president, vice president, secretary, or assistant secretary of the nonprofit<br>limited liability company.c.The secretary of state need not file any record to which the interrogatory relates<br>until the interrogatory has been answered, and not then if the answers disclose<br>that the record is not in conformity with this chapter.d.The secretary of state shall certify to the attorney general, for action the<br>attorney general may deem appropriate, an interrogatory and answers thereto,<br>which discloses a violation of this chapter.e.Each governor, manager, or employee of a nonprofit limited liability company or<br>foreign nonprofit limited liability company who fails or refuses within the time<br>provided by subdivision a to answer truthfully and fully an interrogatory<br>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<br>open to public inspection. The secretary of state may not disclose any facts or<br>information obtained from the interrogatory or answers except insofar as may<br>be permitted by law or insofar as is required for evidence in any criminal<br>proceedings or other action by this state.3.If the secretary of state rejects any record required by this chapter to be approved by<br>the secretary of state before the record may be filed, then the secretary of state shall<br>give written notice of the rejection to the person that delivered the record, specifying<br>the reasons for rejection.a.Within thirty days after the service of the notice of denial, the nonprofit limited<br>liability company or foreign nonprofit limited liability company, as the case mayPage No. 5be, may appeal to the district court in the judicial district serving Burleigh<br>County by filing with the clerk of the court a petition setting forth a copy of the<br>record sought to be filed and a copy of the written rejection of the record by the<br>secretary of state.b.The matter must be tried de novo by the court. The court shall either sustain<br>the action of the secretary of state or direct the secretary of state to take the<br>action the court determines proper.4.If the secretary of state dissolves a nonprofit limited liability company or revokes the<br>certificate of authority to conduct activities in this state of any foreign nonprofit<br>limited liability company, pursuant to section 10-36-07, the nonprofit limited liability<br>company or foreign nonprofit limited liability company may appeal to the district court<br>in the judicial district serving Burleigh County by filing with the clerk of the court a<br>petition, including:a.A copy of the nonprofit limited liability company's articles of organization and a<br>copy of the notice of dissolution given by the secretary of state; orb.A copy of the foreign nonprofit limited liability company's certificate of authority<br>to conduct activities in this state and a copy of the notice of revocation given by<br>the secretary of state. The matter must be tried de novo by the court. The<br>court shall sustain the action of the secretary of state or shall direct the<br>secretary of state to take the action the court determines proper.5.If the court order sought is one for reinstatement of a nonprofit limited liability<br>company that has been dissolved as provided in subsection 5 of section 10-36-07,<br>or for reinstatement of the certificate of authority of a foreign nonprofit limited liability<br>company that has been revoked as provided in subsection 6 of section 10-36-07,<br>then together with any other actions the court deems proper, any such order which<br>reverses the decision of the secretary of state shall require the nonprofit limited<br>liability company or foreign nonprofit limited liability company to:a.File the most recent past-due annual report;b.Pay the fees to the secretary of state for all past-due annual reports as provided<br>in subdivision q of subsection 1 of section 10-36-08; andc.Pay the reinstatement fee to the secretary of state as provided in subdivision q<br>of subsection 1 of section 10-36-08.Page No. 6Document Outlinechapter 10-36 nonprofit limited liability company act
