Corporation Charter Amendment and Legal-Name-Change Requirements in North Dakota

At a glance

Requirements one by one

Before shares issue, incorporators or the board may amend

Under N.D.C.C. §§ 10-19.1-17 to -18, the incorporators or board may amend the articles before shares issue through the organizational procedure in N.D.C.C. § 10-19.1-30. The board may also change or cancel filed class-or-series rights before that class or series has outstanding shares.

After issuance, the board or a five-percent bloc may propose

N.D.C.C. § 10-19.1-19 permits a resolution approved by a majority of directors present. It also permits shareholders holding at least five percent of voting power to propose the amendment. The proposal goes to the next regular or special meeting for which notice has not been given but can still be timely given.

The statute does not require a separate board recommendation and does not state a general abandonment right after shareholder approval. A substantially repeated shareholder proposal need not be resubmitted more than once in a fifteen-month period, subject to the federal-securities qualification.

Give the substance with ten to fifty days' notice

Each shareholder entitled to vote receives written notice setting out the substance of the amendment. Under N.D.C.C. §§ 10-19.1-73 to -76, ordinary notice is at least ten and no more than fifty days before the meeting, although the articles or bylaws may state a shorter minimum.

The default quorum is holders of a majority of voting power entitled to vote.

Apply the greater-of-two vote formula

The amendment needs the greater of a majority of voting power present and entitled to vote, or a majority of the minimum voting power that would constitute a quorum. Thus the threshold rises when attendance exceeds the minimum quorum and never falls below a majority of that minimum quorum.

A greater articles requirement controls. Each separately voting class or series applies the same proportion unless the articles require more.

Written consent defaults to unanimity

All entitled shareholders may act by written or authenticated electronic consent. The articles may authorize meeting-equivalent less-than-unanimous consent, but never below a majority of all voting power. Amending the articles after formation to create that power itself requires unanimous approval, and less-than-unanimous action triggers notice to every shareholder within five days.

Class voting and dissent are independent questions

N.D.C.C. § 10-19.1-20 gives an affected class or series a separate vote even when the articles otherwise deny it a vote. Triggers include par-value, exchange, reclassification, combination, rights/preferences, superior-class, preemption, and accrued-distribution changes.

North Dakota also grants dissent/payment rights more broadly than most states. Under N.D.C.C. § 10-19.1-87, unless the articles opt out, an amendment that materially and adversely changes listed preference, redemption, preemption, voting, cumulative-voting, or dissent rights can trigger fair-value payment. The articles, bylaws, or board may designate other shareholder-vote actions for dissent as well.

A general name change follows the shareholder route

North Dakota has no general post-share board-only legal-name amendment. The ordinary § 10-19.1-19 vote applies. The replacement name must satisfy N.D.C.C. § 10-19.1-13's designator and distinguishability rules.

The narrow post-share board exception belongs to registered open-end investment companies changing authorized share counts. Do not use it for an ordinary private corporation.

Keep agent, correction, and bylaw changes separate

Under N.D.C.C. §§ 10-19.1-31 and -148.2, the board ordinarily has bylaw power, subject to shareholder power and an articles reservation, while a statement of correction fixes an inaccurate or defectively signed filed record and may not revoke or nullify it.

N.D.C.C. § 10-01.1-08 supplies a separate registered-agent statement that does not require interest-holder approval and takes effect on filing.

File the original articles of amendment for $20

N.D.C.C. §§ 10-19.1-21 to -24 require the name, adopted amendment, adoption date, a supersession statement for a full restatement, and a statement that the amendment was adopted under the chapter. The original is filed with the Secretary of State.

An authorized person signs under N.D.C.C. § 10-19.1-01(58); facsimile, network, printed, electronic, and other reproduced signatures are permitted when communicated by an accepted method. The filing charge is $20.

Articles become effective when the Secretary accepts them or at another stated time within thirty days after acceptance. The general ninety-day filing rule does not replace this amendment-specific thirty-day cap.

Restatement and name follow-up have separate consequences

A consolidation-only restatement may be authorized by the board and need not be submitted to shareholders. New substantive amendments still follow the ordinary approval rules. A full restatement supersedes the prior articles and amendments, and the filing fee is $30.

Section 10-19.1-23 imposes an unusual name-change follow-up. When the corporation owns a North Dakota service mark, trademark, or trade name, or has the specified partner role in a filed fictitious-name, limited-partnership, LLP, or LLLP registration, it must amend the name in each registration when it files the corporate amendment.

The amendment statutes impose no general newspaper-publication or proof-of- publication step.

N.D.C.C. § 10-19.1-25 supplies a separate court-supervised federal- reorganization amendment route; it does not govern an ordinary voluntary amendment.

Common questions

Can shareholders propose a North Dakota articles amendment?

Yes. Holders of at least five percent of the voting power may propose one for submission at the next timely noticed meeting.

What vote approves the amendment?

The greater of a majority of voting power present and entitled to vote, or a majority of the minimum quorum. The same formula applies to each required class or series unless the articles require more.

Can shareholders use written consent?

Unanimously by default. The articles may authorize meeting-equivalent consent, but adding that authorization after formation itself requires unanimity.

Do amendments create dissenters' rights?

Some do. Unless the articles opt out, listed materially adverse preference, redemption, preemption, and voting changes trigger fair-value rights.

What are the filing fee and effective-time cap?

$20, with effectiveness on acceptance or another stated time within thirty days after acceptance.

Statutes and sources

• N.D.C.C. §§ 10-19.1-17 through -25 — amendment authority, proposal, notice, vote, class voting, contents, filing, effect, and reorganization. https://ndlegis.gov/cencode/t10c19-1.pdf#nameddest=10-19p1-17
• N.D.C.C. §§ 10-19.1-73 through -76 — meeting notice, vote formula, written action, and quorum. https://ndlegis.gov/cencode/t10c19-1.pdf#nameddest=10-19p1-73
• N.D.C.C. § 10-19.1-87 — amendment dissenters' rights. https://ndlegis.gov/cencode/t10c19-1.pdf#nameddest=10-19p1-87
• N.D.C.C. §§ 10-19.1-147 through -148.2 — amendment/restatement fees and correction. https://ndlegis.gov/cencode/t10c19-1.pdf#nameddest=10-19p1-147
• N.D.C.C. § 10-01.1-08 — separate registered-agent change. https://ndlegis.gov/cencode/t10c01-1.pdf#nameddest=10-01p1-08
• Secretary of State corporation page — current agency amendment fee and naming guidance. https://www.sos.nd.gov/business/business-services/business-structures/corporation