Corporation Reinstatement and Revival Requirements in North Dakota
At a glance
| Eligible inactive status | Two routes: involuntary dissolution by operation of law for a report one year overdue (§ 10-19.1-146(6), (8)); or Secretary of State dissolution after 60-day notice for no registered agent/office or a material misrepresentation (§ 10-19.1-146.1(1), (3)) |
|---|---|
| Filing window | Missed-report route: within one year after involuntary dissolution (§ 10-19.1-146(8)). Agent/misrepresentation restoration: no outside deadline stated in § 10-19.1-146.1(3) |
| Application or certificate contents | No separate reinstatement certificate: missed-report route files the most recent past-due annual report with its statutory corporate, office, business, officer/director, and share information; other route files the agent-change report, other required record, or correction (§§ 10-19.1-146(1), (8), 10-19.1-146.1(3)) |
| Reports, taxes, fees, and penalties | Missed-report route pays filing and penalty fees for every past-due report; no tax-clearance certificate (§§ 10-19.1-146(8), 10-19.1-147(24)). Other route files the required cure and pays its applicable filing fee (§ 10-19.1-146.1(3)) |
| Name and registered-agent cure | If the old name is unavailable, file consent or a judgment, or adopt a compliant new name through missed-report reinstatement; the agent-default route requires the registered-agent/office change report (§§ 10-19.1-13(8), 10-19.1-146.1(1), (3)) |
| Approval and signature | Annual report is signed by a person authorized by the chapter, articles, bylaws, or a board/shareholder resolution; electronic and reproduced signatures are allowed (§§ 10-19.1-01(58), 10-19.1-146(2)); no reinstatement-specific vote or notarization |
| Filing office and method | Deliver the prescribed annual report or cure record to the North Dakota Secretary of State in a medium the office permits (§§ 10-19.1-146(2), 10-19.1-148.1(1)) |
| Fixed filing fee and expediting | Missed-report route: $135 reinstatement fee, plus $25 for each report and $60 late fee for reports more than 90 days late; agent change costs $10, a correction $20, and another statement $10 as applicable (§§ 10-01.1-03(1)(c), 10-19.1-147(3), (24), (28)); no statutory expedite tier found |
| Legal effect and third parties | Missed-report reinstatement expressly does not affect rights or liability during the dissolution-to-reinstatement period (§ 10-19.1-146(8)); the agent/misrepresentation route restores good standing without express relation-back language (§ 10-19.1-146.1(3)) |
Requirements one by one
Identify which dissolution route applies
North Dakota separates missed-report dissolution from registered-agent and misrepresentation dissolution. A domestic annual report is due before August 2. Three months late, the corporation is not in good standing; one year after the due date without the report and charges, it ceases to exist and is involuntarily dissolved by operation of law.
The second route begins when the corporation lacks a registered agent and office or made a material misrepresentation in a filed record. The Secretary of State must mail at least 60 days' notice and allow that period for the corporation to file the agent change, another required record, or a correction before existence ceases.
Use the report route within one year
After a missed-report dissolution, file the most recent past-due annual report within one year after dissolution. The report identifies the corporation and jurisdiction, registered office and agent, principal executive office, business, officers and directors, and authorized and issued shares by class and series.
The statute requires only the most recent past-due report as the filing, but it requires filing and penalty fees for all past-due reports. Under § 10-19.1-147, add the $135 reinstatement fee to those arrears. North Dakota does not require a tax-clearance certificate in this route.
Cure an agent or misrepresentation dissolution directly
Section 10-19.1-146.1 provides a separate restoration route without a stated outside filing deadline. File the registered-agent or registered-office change report, other missing record, or correction that addresses the notice, and pay the applicable filing charge. The Secretary of State then restores the certificate of incorporation to good standing.
A statement of agent or office change ordinarily costs $10, a statement of correction costs $20, and another corporate statement costs $10. The actual cure document controls which charge applies.
Check the name before filing
A dissolved corporation may reacquire its old name unless another person has adopted or reserved it. If the name is no longer available, the filing needs the other holder's written consent, a qualifying court judgment, or a new compliant corporate name. N.D. Cent. Code § 10-19.1-13(8) expressly allows the new name to be adopted through reinstatement under the missed-report route.
Use an authorized signer and an accepted filing medium
The annual report must be signed by a person authorized under the Business Corporation Act, the articles or bylaws, or a board or shareholder resolution. N.D. Cent. Code § 10-19.1-01(58) permits electronic, facsimile, printed, stamped, network, and other reproduced signatures placed with intent to authenticate. The statute does not add a reinstatement-specific vote, acknowledgment, or notarization.
Deliver the prescribed report or cure record to the Secretary of State in a medium the office accepts. N.D. Cent. Code § 10-19.1-148.1 makes the filing effective when the Secretary of State files it unless another rule or a permitted delayed date applies.
What trips people up
The missed-report route does not relate back
North Dakota says reinstatement under § 10-19.1-146(8) “does not affect the rights or liability” for the interval from dissolution to reinstatement. Do not treat the corporation as though the dissolution never happened when evaluating an interim contract, lawsuit, property issue, or possible personal liability. The separate agent/misrepresentation provision says the certificate is restored to good standing but likewise supplies no express relation-back rule.
The two clocks start at different points
The corporation first ceases to exist one year after the annual-report due date. The reinstatement window then runs for one additional year from that dissolution. This is different from the 60-day cure notice that precedes dissolution for an agent default or material misrepresentation.
Common questions
Must every delinquent annual report be filed?
Section 10-19.1-146(8) says to file the most recent past-due report, but to pay the filing and penalty fees for all past-due annual reports. Confirm the account balance with the Secretary of State before submission.
Is tax clearance required?
No tax-clearance certificate appears in either statutory restoration route. That does not eliminate any separate tax debt or filing obligation the corporation may have.
Can a corporation use the agent-cure route for a missed annual report?
Not under these provisions. Section 10-19.1-146 supplies the one-year report route, while § 10-19.1-146.1(3) restores status after the agent, missing-record, or misrepresentation cure described in that section.
Statutes and sources
- N.D. Cent. Code § 10-19.1-146 sets annual-report content and signature rules, the good-standing and dissolution sequence, the one-year reinstatement window, arrears, and the gap-period effect (accessed August 17, 2026).
- N.D. Cent. Code § 10-19.1-146.1 governs dissolution and restoration for registered-agent and material- misrepresentation defaults (accessed August 17, 2026).
- N.D. Cent. Code §§ 10-19.1-13, 10-19.1-01, and 10-19.1-147 govern the name cure, authorized signature, and filing charges (accessed August 17, 2026).
- N.D. Cent. Code § 10-01.1-03 supplies the registered-agent statement fee (accessed August 17, 2026).
- North Dakota Secretary of State, Corporation confirms the $25 annual-report charge and August 1 domestic deadline (accessed August 17, 2026).
Source links
Every statute quoted above, linked, with the date we checked it.
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