Nonprofit Corporation Administrative Dissolution and Reinstatement in North Dakota
At a glance
| Entity and agency | Nonprofit corporation under chapter 10-33; secretary of state handles annual-report and agent/misrepresentation status (§§ 10-33-139, -141.3). |
|---|---|
| Report, fee, or tax failure | Annual report due before February 2; nonfiling or unpaid filing/penalty fees leads to loss of good standing, then dissolution after one year (§§ 10-33-139(3)-(5), -140(1)(q)). |
| Agent and other grounds | Failure to maintain registered agent and office, or material misrepresentation in a filed record, permits a separate secretary of state dissolution (§ 10-33-141.3(1)). |
| Notice and cure | Report default: mailed warning after due date, then one year to file and pay. Agent/misrepresentation: at least 60 days mailed notice to agent/office or principal office, with cure during that period (§§ 10-33-139(4)-(5), -141.3(1)). |
| When status changes | Report default dissolves by operation of law one year after due date; agent/misrepresentation route ends existence after 60 days from mailing if uncured (§§ 10-33-139(5), -141.3(1)(c)). |
| Powers afterward | Statute says existence ceases; former officers, directors, or voting members may sue or defend in corporate name. Notices use last registered agent/office or principal office (§§ 10-33-139(5), -116, -141.3(1)). |
| Reinstatement window | Report-default corporation may reinstate by filing/paying within one year after involuntary dissolution; separate agent-route section specifies pre-dissolution good-standing restoration (§§ 10-33-139(7), -141.3(3)). |
| Filings, payments, and name | Past-due report, $10 report fee, $5 late fee, $40 reinstatement fee; an old name taken or reserved by another person requires consent/judgment or a compliant new name (§§ 10-33-139(7), -140(1)(q), -10(8)). |
| Effect and review | Report-default reinstatement preserves interim rights and liabilities; filing rejection appeal within 30 days, while agent-route dissolution has a distinct de novo district-court appeal (§§ 10-33-139(7), -141(3)-(5)). |
Requirements one by one
Entity and agency
The secretary of state administers the chapter 10-33 annual-report route (§ 10-33-139) and the separate agent/misrepresentation route (§ 10-33-141.3).
Report, fee, or tax failure
The annual report is due before February 2. After a missed deadline, the secretary mails an out-of-good-standing notice. Filing the report with fees restores good standing before dissolution. If the report and statutory fees remain outstanding for one year after the due date, the nonprofit ceases to exist by operation of law (§ 10-33-139(3)-(5)). Section 10-33-140(1)(q) sets a $10 report fee and $5 late fee.
Agent and other grounds
Section 10-33-141.3(1) authorizes a different dissolution for failure to maintain a registered agent and office or a material misrepresentation in a required record.
Notice and cure
For a report default, the warning goes to the last registered agent at the last registered office (§ 10-33-139(4)). The agent/misrepresentation route requires at least 60 days' mailed notice to that address, or the principal office if there is no registered agent. During that period, the corporation can file the agent or office change, another required record, or a correction (§ 10-33-141.3(1)(b)).
When status changes
The report route dissolves the corporation by operation of law after the one-year default. The secretary then records the termination and mails notice (§ 10-33-139(5)). Under the other route, existence ceases after 60 days from mailing if the default remains, followed by a dissolution notice (§ 10-33-141.3(1)(c)).
Powers afterward
The statute says existence ceases; § 10-33-116 nonetheless lets former officers, directors, or voting members assert or defend a claim in the corporation's name after dissolution.
Reinstatement window
For a report-default dissolution, § 10-33-139(7) allows reinstatement within one year after dissolution. Section 10-33-141.3(3) provides a good-standing cure after notice on the agent/misrepresentation track; it does not set out the same one-year administrative reinstatement route after that track's dissolution. The judicial review route is below.
Filings, payments, and name
The report-default corporation files a past-due report and pays report, late, and reinstatement fees (§§ 10-33-139(7), 10-33-140(1)(q)). Section 10-33-10(8) addresses a former name adopted or reserved by another person: consent or judgment can permit that name; otherwise the corporation adopts a compliant new name through the statutory filing routes.
Effect and review
Section 10-33-139(7) says reinstatement does not affect rights or liability during the gap. A rejected filing can be appealed within 30 days after service of the written rejection; a § 10-33-141.3 dissolution has a separate district-court review route, tried anew (§ 10-33-141(3)-(4)). A court order reversing a report-default reinstatement denial requires the overdue report and fees (§ 10-33-141(5)).
What trips people up
A mailed warning about a late report is not the same event as dissolution: the report track remains open for the one-year period in § 10-33-139. By contrast, § 10-33-141.3 gives at least 60 days from mailing for its agent and misrepresentation grounds. The 30-day appeal in § 10-33-141(3) concerns rejection of a filing; the statute's separate dissolution-review paragraph does not repeat that deadline.
Common questions
Does a report-default dissolution happen only when the secretary records it?
No. Section 10-33-139(5) says it occurs by operation of law after the one-year default; the secretary records the termination afterward.
Can a dissolved nonprofit still defend a lawsuit?
Yes. Section 10-33-116 authorizes former officers, directors, or voting members to defend a claim in the corporate name.
Can reinstatement erase liability from the gap?
Section 10-33-139(7) says report-default reinstatement does not affect rights or liability for that interval.
Statutes and sources
N.D. Cent. Code § 10-33-10
- A corporation whose period of existence has expired or that is involuntarily dissolved by the secretary of state pursuant to section 10-33-139 may reacquire the right to use that name by refiling articles of incorporation pursuant to section 10-33-08 unless the name has been adopted for use or reserved by another person, in which case the filing will be rejected unless the filing is accompanied by a written consent or judgment pursuant to subsection 3. A corporation that cannot reacquire the use of its corporate name must adopt a new corporate name that complies with the provisions of this section: a. By refiling articles of incorporation pursuant to section 10-33-08; b. By amending pursuant to section 10-33-14; or c. By reinstating pursuant to section 10-33-139.
Source: https://ndlegis.gov/cencode/t10c33.pdf (accessed 2026-09-29).
N.D. Cent. Code § 10-33-116
10-33-116. Right to sue or defend after dissolution. After a corporation has been dissolved, any of its former officers, directors, or members with voting rights may assert or defend, in the name of the corporation, any claim by or against the corporation.
Source: https://ndlegis.gov/cencode/t10c33.pdf (accessed 2026-09-29).
N.D. Cent. Code § 10-33-139
10-33-139. Secretary of state - Annual report of corporations and foreign corporations. 1. Each corporation, and each foreign corporation authorized to conduct activities in this state, shall file, within the time provided in subsection 3, an annual report setting forth: a. The name of the corporation or foreign corporation and the state or country under the laws of which it is incorporated. b. The address of the registered office of the corporation or foreign corporation in this state, the name of its registered agent in this state at that address, and the address of its principal executive office. c. A brief statement of the character of the activities in which the corporation or foreign corporation is actually engaged in this state. d. The names and respective addresses of the officers and directors of the corporation or foreign corporation. 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. The information provided must be given as of the date of the execution of the report. The annual report must be signed as provided in subsection 34 of section 10-33-01 or in the articles or bylaws, or in a resolution approved by the affirmative vote of the required proportion or number of the directors or members entitled to vote. If the corporation or foreign corporation is in the hands of a receiver or trustee, it must be signed on behalf of the corporation or foreign corporation by the receiver or trustee. The secretary of state may destroy all annual reports provided for in this section after they have been on file for six years. 3. Except for the first annual report, the annual report of a nonprofit corporation or a foreign nonprofit corporation must be delivered to the secretary of state before February second of each year. The first annual report of a nonprofit corporation must be delivered before February second of the year following the calendar year of the effective date stated in the articles of incorporation, and the first annual report of a foreign nonprofit corporation must be delivered before February second of the year following the calendar year in which the certificate of authority was issued by the secretary of state. The secretary of state must file the report if the report conforms to the requirements of subsection 2. a. If the report does not conform, it must be returned to the corporation for any necessary corrections. b. If the report is filed before the deadlines provided in this subsection, penalties for the failure to file a report within the time provided do not apply, if the report is corrected to conform to the requirements of subsection 2 and returned to the secretary of state within thirty days after 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 corporation or foreign corporation failing to file its annual report that its certificate of incorporation or certificate of authority is not in good standing and that it may be dissolved or revoked pursuant to subsections 5 and 6. The secretary of state must mail the notice to the last registered agent at the last registered office. If the corporation or foreign corporation files its annual report after the notice is mailed, together with the annual report filing fee and late filing penalty fee as provided in section 10-33-140, the secretary of state shall restore its certificate of incorporation or certificate of authority to good standing. 5. A corporation that does not file its annual report, along with the statutory filing and penalty fees, within one year after the date established in subsection 3 ceases to exist and is considered involuntarily dissolved by operation of law. a. Thereafter, the secretary of state shall note the termination of the corporation's certificate of incorporation on the records of the secretary of state and shall give notice of the action to the dissolved corporation. b. Notice by the secretary of state must be mailed to the last registered agent at the last registered office. 6. A foreign corporation that does not file its annual report, along with the statutory filing and penalty fees, within one year after the date established by subsection 3 forfeits its authority to conduct activities in this state. a. The secretary of state shall note the revocation of the foreign corporation's certificate of authority on the records of the secretary of state and shall give notice of the action to the foreign corporation. b. Notice by the secretary of state must be mailed to the foreign corporation's last registered agent at the last registered office. c. The decision by the secretary of state that a certificate of authority must be revoked under this subsection is final. 7. A corporation that was dissolved for failure to file an annual report, or a foreign corporation whose authority was forfeited by failure to file an annual report, may be reinstated by filing a past-due report, together with the statutory filing and penalty fees for an annual report and a reinstatement fee as provided in section 10-33-140. The fees must be paid and the report filed within one year following the involuntary dissolution or revocation. Reinstatement under this subsection does not affect the rights or liability for the time from the dissolution or revocation to the reinstatement. 8. The secretary of state may waive any penalties provided in this section when an annual report form could not be delivered to the corporation.
Source: https://ndlegis.gov/cencode/t10c33.pdf (accessed 2026-09-29).
N.D. Cent. Code § 10-33-140
10-33-140. Secretary of state - Fees and charges. 1. The secretary of state shall charge and collect for: a. Filing articles of incorporation and issuing a certificate of incorporation, forty dollars. b. Filing articles of amendment, twenty dollars. c. Filing statement of correction, twenty dollars. d. Filing restated articles of incorporation, thirty dollars. e. Filing articles of merger or consolidation and issuing a certificate of merger or consolidation, fifty dollars. f. Filing an intent to dissolve, ten dollars. g. Filing articles of dissolution, twenty dollars. h. Filing a statement of change of address of registered office or change of registered agent, or both, the fee provided in section 10-01.1-03. i. Filing an application to reserve a corporate name, ten dollars. j. Filing a notice of transfer of a reserved corporate name, ten dollars. k. Filing a cancellation of reserved corporate name, ten dollars. l. Filing a consent to use a name, ten dollars. m. Filing an application of a foreign corporation for a certificate of authority to conduct affairs in this state and issuing a certificate of authority, fifty dollars. n. Filing an application of a foreign corporation for an amended certificate of authority, forty dollars. o. Filing a certified statement of merger of a foreign corporation holding a certificate of authority to conduct activities in this state, fifty dollars. p. Filing an application for withdrawal of a foreign corporation and issuing a certificate of withdrawal, twenty dollars. q. Filing an annual report of a domestic or foreign corporation, ten dollars. (1) The secretary of state shall charge and collect additional fees for late filing of the annual report: (a) After the date provided in subsection 3 of section 10-33-139, five dollars; and (b) After the dissolution of a corporation, or the revocation of the certificate of authority of a foreign corporation, the reinstatement fee of forty dollars. (2) Fees paid to the secretary of state according to this subdivision are not refundable if an annual report submitted to the secretary of state cannot be filed because it lacks information required by section 10-33-139, or the annual report lacks sufficient payment as required by this subdivision. r. Submitting any record for approval before the actual time of submission for filing, one-half of the fee provided in this subsection for filing the record. s. Filing any other statement of a domestic or foreign corporation, ten dollars. 2. The secretary of state shall charge and collect: a. For furnishing a certified copy of any record, instrument, or paper relating to a corporation, the fee provided in section 54-09-04 for copying a record and fifteen dollars for the certificate and affixing the seal to the certificate. b. At the time of any service of process on the secretary of state as resident agent of a corporation, twenty-five dollars, which may be recovered as taxable costs by the party to the claim for relief causing the service to be made if that party prevails in the suit or action.
Source: https://ndlegis.gov/cencode/t10c33.pdf (accessed 2026-09-29).
N.D. Cent. Code § 10-33-141
10-33-141. Secretary of state - Enforcement - Penalty - Appeal. 1. The secretary of state may administer this chapter. 2. The secretary of state may propound to any corporation or foreign corporation that is subject to this chapter and to any officer, director, or employee thereof any interrogatory as may be reasonably necessary and proper to ascertain whether the corporation has complied with this chapter applicable to the corporation. a. The interrogatory must be answered within thirty days after mailing or within any additional time as must be fixed by the secretary of state. The answers to the interrogatory must be full and complete and must be made in writing and under oath. b. If the interrogatory is directed: (1) To an individual, it must be answered by that individual; or (2) To a corporation, it must be answered by the president, vice president, secretary, or assistant secretary of the corporation. c. The secretary of state need not file any record to which the interrogatory relates until the interrogatory has been answered, and not then if the answers disclose that the record is not in conformity with this chapter. d. The secretary of state shall certify to the attorney general, for action the attorney general may deem appropriate, an interrogatory and answers thereto, which discloses a violation of this chapter. e. Each officer, director, or employee of a corporation or foreign corporation who fails or refuses within the time provided by subdivision a to answer truthfully and fully an interrogatory 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 open to public inspection. The secretary of state may not disclose any facts or information obtained from the interrogatory or answers except insofar as may be permitted by law or insofar as is required for evidence in any criminal proceedings or other action by this state. 3. If the secretary of state rejects any record required by this chapter to be approved by the secretary of state before the record may be filed, then the secretary of state shall give written notice of the rejection to the person that delivered the record, specifying the reasons for rejection. a. Within thirty days after the service of the notice of denial, the corporation or foreign corporation as the case may be, may appeal to the district court in the judicial district serving Burleigh County by filing with the clerk of the court a petition setting forth a copy of the record sought to be filed and a copy of the written rejection of the record by the secretary of state. b. The matter must be tried de novo by the court. The court shall either sustain the action of the secretary of state or direct the secretary of state to take the action the court determines proper. 4. If the secretary of state dissolves a corporation or revokes the certificate of authority to conduct activities in this state of any foreign corporation, pursuant to section 10-33-141.3, the corporation or foreign corporation may appeal to the district court in the judicial district serving Burleigh County by filing with the clerk of the court a petition including: a. A copy of the corporation's articles of incorporation and a copy of the notice of dissolution given by the secretary of state; or b. A copy of the foreign corporation's certificate of authority to conduct activities in this state and a copy of the notice of revocation given by the secretary of state. The matter must be tried de novo by the court. The court shall sustain the action of the secretary of state or shall direct the secretary of state to take the action the court determines proper. 5. If the court order sought is one for reinstatement of a corporation that has been dissolved as provided in subsection 5 of section 10-33-139, or for reinstatement of the certificate of authority of a foreign corporation that has been revoked as provided in subsection 6 of section 10-33-139, then together with any other actions the court deems proper, any such order which reverses the decision of the secretary of state shall require the corporation or foreign corporation 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 in subdivision q of subsection 1 of section 10-33-140; and c. Pay the reinstatement fee to the secretary of state as provided in subdivision q of subsection 1 of section 10-33-140. 6. Appeals from all final orders and judgments entered by the district court under this section in review of any ruling or decision of the secretary of state may be taken as in other civil actions.
Source: https://ndlegis.gov/cencode/t10c33.pdf (accessed 2026-09-29).
N.D. Cent. Code § 10-33-141.3
10-33-141.3. Secretary of state - Involuntary dissolution - Revocation of certificate of authority. 1. With respect to involuntary dissolution of a corporation by the secretary of state: a. A corporation may be involuntarily dissolved by the secretary of state if: (1) The corporation has failed to appoint and maintain a registered agent and registered office as provided in section 10-33-12; or (2) A misrepresentation has been made of any material matter in any application, report, affidavit, or other record submitted by the corporation pursuant to this chapter. b. A corporation may not be dissolved by the secretary of state as provided for in this section unless: (1) The secretary of state has given the corporation not less than sixty days' notice by mail addressed to its registered agent at the registered office in this state or, if the corporation does not maintain a registered agent in this state, the notice must be mailed to its principal office; and (2) During the sixty-day period, the corporation has failed to: (a) File the report of change as provided in chapter 10-01.1 regarding the registered office or the registered agent; (b) File any other required record; or (c) Correct the misrepresentation. c. Upon expiration of sixty days after the mailing of the notice, the existence of the corporation ceases. The secretary of state shall issue a notice of dissolution and shall mail the notice addressed to its registered agent at the registered office in this state or, if the corporation does not maintain a registered agent in this state, the notice must be mailed to its principal office. 2. With respect to the revocation of a certificate of authority of a foreign corporation by the secretary of state: a. The certificate of a foreign corporation to transact business in this state may be revoked by the secretary of state if: (1) The foreign corporation has failed to: (a) Appoint and maintain a registered agent and registered office as provided in section 10-33-131; (b) File with the secretary of state any amendment to its application for a certificate of authority as provided in section 10-33-130; (c) File with the secretary of state any merger as provided in section 10-33-132; or (d) File with the secretary of state an application for certificate of withdrawal of its authority as provided in section 10-33-133 when the corporation's existence has expired or the foreign corporation has been dissolved in the jurisdiction of the foreign corporation; or (2) A misrepresentation has been made of any material matter in any application, report, affidavit, or other record submitted by the foreign corporation under this chapter. b. A certificate of authority may not be revoked by the secretary of state as provided for in this section unless: (1) The secretary of state has given the foreign corporation not less than sixty days' notice by mail addressed to its registered agent at the registered office in this state or, if the corporation failed to maintain a registered agent in this state, the notice must be mailed to its principal office; and (2) During the sixty-day period, the foreign corporation has failed to: (a) File the report of change as provided in chapter 10-01.1 regarding the registered office or the registered agent; (b) File any amendment; (c) File any merger; (d) File an application for withdrawal; (e) File any other required record; or (f) Correct the misrepresentation. c. Upon expiration of sixty days after the mailing of the notice, the authority of the foreign corporation to transact business in this state ceases. The secretary of state shall issue a notice of revocation and shall mail the notice to the registered agent at the registered office in this state or, if the foreign corporation failed to maintain a registered agent in this state, the notice must be mailed to its principal office. 3. If the corporation or foreign corporation files a report of change relating to the registered agent or any other required record or correction of a misrepresentation after the notice with the fee provided for in section 10-33-140, the secretary of state shall restore the certificate of incorporation or authority to good standing. Until restored to good standing, the secretary of state may not accept for filing any document respecting the corporation or foreign corporation except those incident to its dissolution or withdrawal.
Source: https://ndlegis.gov/cencode/t10c33.pdf (accessed 2026-09-29).
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