Corporate Appraisal and Dissenters'-Rights Procedure in North Dakota

At a glance

Requirements one by one

Transactions and exclusions

The North Dakota Business Corporation Act governs ordinary domestic for-profit corporations. Its appraisal route covers five specified types of materially adverse article amendment, a qualifying disposition of property and assets, a merger, an exchange in which the corporation's shares are acquired, a corporate conversion, and another shareholder-voted action designated in the articles, bylaws, or a board resolution. N.D.C.C. §§ 10-19.1-00.1, -01(16), -87(1).

The listed-share limitation applies only to a class or series listed on one of four named markets. It does not apply to a merger under § 10-19.1-100, and nonqualifying consideration restores the right. The articles, bylaws, or board may restore rights for surviving or unexchanged shares that otherwise satisfy § 10-19.1-87(3). N.D.C.C. § 10-19.1-87(3), (6).

The subsidiary in a qualifying parent-subsidiary merger sends each outside owner the plan before, or within 10 days after, effectiveness. Outside owners of a domestic corporate subsidiary receive appraisal rights without regard to § 10-19.1-87(3), subject to the special parent and holding-company rules. N.D.C.C. § 10-19.1-100(5), (9).

Owners and preservation

A record holder splitting its position must dissent as to all shares beneficially owned by each represented owner and disclose each owner's name and address. A beneficial owner asserting directly must submit the record holder's written consent no later than the assertion. When a voting record date is fixed, only record holders and beneficial owners holding through them on that date may use the route. N.D.C.C. § 10-19.1-87(2), (5).

For a meeting, written intent must be filed with the corporation before the vote, and the affected shares cannot be voted for the action. A written action instead leads to the later procedural notice for shareholders who did not sign or consent. N.D.C.C. § 10-19.1-88(3)-(4).

Notice, demand, and share deposit

Meeting notice states the right to dissent and includes both appraisal sections. After board and any required shareholder approval, the procedural notice goes to holders who preserved at the meeting, did not sign or consent to the written action, or are otherwise entitled to dissent. It gives the demand and certificate address and deadline, an acquisition-date certification and demand form, and copies of both sections. N.D.C.C. § 10-19.1-88(2), (4).

Demand and deposit of certificated shares are due within 30 days after the procedural notice. The statute does not name a separate restriction or deposit for uncertificated shares. The dissenter retains other shareholder rights until the corporate action takes effect. N.D.C.C. § 10-19.1-88(5).

Payment, supplemental demand, and court

After the later of effectiveness or a valid demand, the corporation remits its estimate plus interest with financial statements, its estimate method, and the two governing sections. A post-announcement holder may instead receive those materials, the withholding reason, and an offer. If the corporation does not remit within 60 days after certificate deposit, it returns the certificates, although it may restart the notice-and-deposit step. N.D.C.C. § 10-19.1-88(6)-(8).

A dissatisfied dissenter has 30 days after the corporation mails the remittance to state a written estimate and demand the difference. The corporation then has 60 days after receiving that demand to pay the demanded or agreed amount or petition in court. N.D.C.C. § 10-19.1-88(9)-(10).

The petition belongs in the registered-office county and joins all unresolved supplemental demanders. Civil rules apply; jurisdiction is plenary and exclusive, and the court may appoint appraisers. Costs ordinarily fall on the corporation, with specified misconduct and substantial-noncompliance grounds for cost or fee allocation. N.D.C.C. § 10-19.1-88(10)-(13).

What trips people up

The initial written intent, later payment demand and certificate deposit, and still-later supplemental demand are separate acts. Their deadlines arise from different events: before the meeting vote, 30 days after the procedural notice, and 30 days after the corporation mails its remittance. N.D.C.C. § 10-19.1-88(3)-(5), (9).

The statute does not say the holder must continuously own through effectiveness. It uses the voting record date for eligibility and the first public-announcement date to decide whether the corporation may withhold the ordinary remittance and make an offer. N.D.C.C. §§ 10-19.1-87(5), -88(7).

Interest does not begin on the effective date. It begins five days afterward and continues through payment at the rate the statute cross-references. N.D.C.C. § 10-19.1-88(1)(c).

Common questions

Does North Dakota state a voluntary withdrawal deadline?

No express voluntary-withdrawal rule appears in the surveyed entitlement and procedure sections. That silence does not decide waiver, agreement, or other law outside this statutory route. N.D.C.C. §§ 10-19.1-87 to -88.

Who starts the court case after a supplemental demand?

The corporation must, within 60 days after receiving the demand, pay the demanded or agreed amount or file the petition. N.D.C.C. § 10-19.1-88(10).

Can a court award the corporation more than it already remitted?

The appraisal subsection says a dissenter is not liable to the corporation for an excess of the earlier remittance over the court-determined fair value plus interest. That rule does not decide separate cost or fee allocation. N.D.C.C. § 10-19.1-88(10)-(12).

Statutes and sources

• N.D.C.C. §§ 10-19.1-00.1 and -01(16) identify the act and ordinary domestic for-profit corporation. Accessed September 5, 2026.
• N.D.C.C. § 10-19.1-87 states the triggers, owner rules, named-market limitation, record-date rule, and remedy boundary. Accessed September 5, 2026.
• N.D.C.C. § 10-19.1-88 states the notice, intent, demand, deposit, payment, supplemental-demand, court, interest, cost, and fee rules. Accessed September 5, 2026.
• N.D.C.C. § 10-19.1-100(5), (9) states the parent-subsidiary merger's plan-notice and appraisal rules. Accessed September 5, 2026.