Nonprofit Corporation Voluntary Dissolution Filing Requirements in North Dakota

At a glance

Requirements one by one

Authorization and notices

Section 10-33-96 separates incorporator, ordinary board/member and court routes. Section 10-33-97 uses the incorporator route only while the first board has not been selected in one of the listed ways; its articles state that no debts remain unpaid and address Attorney General compliance.

Under § 10-33-98, the board resolution identifies asset recipients after creditors are paid, or states that the board will identify recipients later. Sections 10-33-41–43 provide quorum, greater-vote and written-action rules; the lesser-than-unanimous board-consent option excludes actions requiring member approval. Section 10-33-39 permits document variation from the ordinary ten-day board notice and recognizes fixed-meeting and waiver exceptions.

Sections 10-33-72, 10-33-73 and 10-33-76 govern member vote, consent and quorum. The quorum defaults to ten percent but the articles or bylaws may set another number. Member consent requires all entitled members unless the articles authorize the statutory lesser threshold; then members receive the text and effective date within five days. Section 10-33-68 ordinarily gives five through fifty days’ meeting notice, allows a shorter document minimum, and includes waiver and undeliverable-notice exceptions. Dissolution purpose must appear even for a regular meeting under § 10-33-98.

The two filings

Section 10-33-99 makes the intent notice the transition to winding up. It records the board and applicable member meeting dates and places and requisite approval. Section 10-33-100 then directs collection, creditor provision and asset distribution.

Sections 10-33-101 and 10-33-102 provide different final-articles routes according to whether the corporation gives the statutory creditor notice. With that notice, final filing follows the applicable notice/claims periods and creditor provision. Without it, filing follows payment or provision for known claims, or at least two years after the intent notice. Both require applicable Attorney General compliance and statements concerning distribution and pending proceedings or adequate provision for them. The creditor bar procedures require separate review before relying on them.

Section 10-33-01(34) identifies authorization for a filing signature, including chapter, articles, bylaws or board/member resolution authority. Section 10-33-103 requires original articles and the fee. Its certificate-issuance rule differs from the incorporator filing rule in § 10-33-97. Section 10-33-140(1)(f)–(g) sets the separate $10 and $20 fees.

Reversal and remaining powers

Section 10-33-104 permits reversal before final articles are filed. A majority of all directors adopts the resolution; voting members approve after purpose notice when applicable. The filed revocation notice permits ordinary activities to resume, and a previously notified Attorney General also receives it by filing time.

Section 10-33-116 allows former officers, directors or voting members to assert or defend claims in the corporation’s name after dissolution. Section 10-33-105 preserves the uses intended by donors and document-directed distributions.

What trips people up

Section 10-33-122 covers charitable-asset holders and section 501(c)(3) corporations, subject to its subsection7 exception. The authorized notice describes assets, restrictions, debts, sale arrangements, expenses and intended recipients. Asset transfers wait forty-five days unless the Attorney General waives the period; a written extension can add one thirty-day period. Subsection7 exempts the specified merger, consolidation or asset transfer to a section501(c)(3) organization from subsections1–5 and requires certificate copies for the exempt merger/consolidation. After a covered transfer, the board supplies recipient addresses and assets received.

Common questions

Does silence from the Attorney General approve a transaction? Section 10-33-122(6) expressly says inaction is not approval and does not prevent other action.

Can consent signatures be on separate counterparts? Section 10-33-01(38) treats the signed counterparts together as one written action.

Statutes and sources

N.D. Cent. Code § 10-33-01

34. "Signed" means: a. That the signature of a person, which may be a facsimile affixed, engraved, printed, placed, stamped with indelible ink, transmitted by facsimile telecommunication or electronically, or in any other manner reproduced on the record with the present intention to authenticate that record; and b. With respect to a record required by this chapter to be filed with the secretary of state, that: (1) The record is signed by a person authorized to do so by this chapter, the articles, or bylaws, a resolution approved by the directors as required by section 10-33-42, or the members with voting rights, if any, as required by section 10-33-72; and (2) The signature and the record are communicated by a method or medium of communication acceptable by the secretary of state.

Official statute (accessed 2026-09-30).

N.D. Cent. Code § 10-33-39

1. Meetings of the board may be held from time to time as provided in the articles or bylaws at any place within or without the state that the board may select or by any means described in subsection 2. a. Unless the articles or bylaws provide otherwise, a meeting of the board must be held at least once per year. b. If the articles, bylaws, or board fails to select a place or method for selecting a place for a meeting, the meeting must be held at the principal executive office. c. Participation in a meeting by a means set forth in subsection 2 constitutes presence in person at the meeting. 2. Any meeting among directors may be conducted: a. Solely by one or more means of remote communication through which all of the directors may participate in the meeting: (1) If the notice required by subsection 3 is given for the meeting; and (2) If the number of directors participating in the meeting is sufficient to constitute a quorum at a meeting. b. By means of conference telephone or, if authorized by the board, by such other means of remote communication, in each case through which that director, other directors so participating, and all directors physically present at the meeting participate with each other during the meeting. 3. Unless the articles or bylaws provide for a different time period, a director may call a board meeting by giving at least ten days' notice or, in the case of organizational meetings pursuant to subsection 2 of section 10-33-25, at least three days' notice, to all directors of the date, time, and place of the meeting. a. The notice must contain the substance of any proposed amendment to the articles but otherwise need not state the purpose of the meeting unless the articles or bylaws require it. b. Any notice to a director given under any provision of this chapter, the articles, or the bylaws by a form of electronic communication consented to by the director to whom the notice is given is effective when given. c. Consent by a director to notice given by electronic communication may be given in writing or by authenticated electronic communication. Any consent so given may be relied upon until revoked by the director, provided that no revocation affects the validity of any notice given before receipt of revocation of the consent. 4. If the date, time, and place of a board meeting have been provided in the articles or bylaws, or announced at a previous meeting of the board, no notice is required. Notice of an adjourned meeting need not be given other than by announcement at the meeting at which adjournment is taken. 5. A director may waive notice of a meeting of the board. A waiver of notice by a director entitled to notice is effective whether given before, at, or after the meeting, and whether given in writing, by authenticated electronic communication, or by attendance. Attendance by a director at a meeting is a waiver of notice of that meeting, except when the director objects at the beginning of the meeting to the transaction of business because the meeting is not lawfully called or convened and does not participate in the meeting after the objection.

Official statute (accessed 2026-09-30).

N.D. Cent. Code § 10-33-41

A majority, or a larger or smaller proportion or number provided in the articles or bylaws, of the directors currently holding office is a quorum for the transaction of business. In the absence of a quorum, a majority of the directors present may adjourn a meeting from time to time until a quorum is present. If a quorum is present when a duly called or held meeting is convened, the directors present may continue to transact business until adjournment, even though the withdrawal of a number of directors originally present leaves less than the proportion or number otherwise required for a quorum.

Official statute (accessed 2026-09-30).

N.D. Cent. Code § 10-33-42

The board shall take action by the affirmative vote of a majority of directors with voting rights present and entitled to vote at a duly held meeting, unless this chapter or the articles or bylaws require the affirmative vote of a larger proportion or number.

Official statute (accessed 2026-09-30).

N.D. Cent. Code § 10-33-43

1. An action required or permitted to be taken at a board meeting may be taken by written action signed, or consented to by authenticated electronic communication, by all of the directors. If the articles so provide, any action, other than an action requiring approval of members with voting rights, may be taken by written action signed, or consented to by authenticated electronic communication, by the number of directors that would be required to take the same action at a meeting of the board at which all directors were present. 2. The written action is effective when signed, or consented to by authenticated electronic communication, by the required number of directors, unless a different effective time is provided in the written action. 3. When written action is permitted to be taken by less than all directors, all directors must be notified immediately of its text and effective date. Failure to provide the notice does not invalidate the written action. A director who does not sign or consent to the written action has no liability for the action or actions taken thereby.

Official statute (accessed 2026-09-30).

N.D. Cent. Code § 10-33-68

At the beginning of the meeting to the transaction of business because the meeting is not lawfully called or convened; or b. Before a vote on an item of business because the item may not lawfully be considered at the meeting and does not participate in the consideration of the item at that meeting.

Official statute (accessed 2026-09-30).

N.D. Cent. Code § 10-33-72

1. Unless this chapter or the articles or bylaws require a greater vote or voting by class and except for the election of directors which is governed by section 10-32.1-45, the members shall take action by the affirmative vote of the greater of: a. A majority of the members with voting rights present and entitled to vote on that item of business; or b. A majority of the voting power of the minimum number of members with voting rights that would constitute a quorum for the transaction of business at the meeting. If the articles or bylaws require a larger proportion or number than is required by this chapter for a particular action, then the articles or bylaws control. 2. Unless otherwise provided in the articles or bylaws, members may take action at a meeting: a. By voice or ballot. b. By action without a meeting pursuant to section 10-33-73. c. By ballot pursuant to section 10-33-74. d. By remote communication pursuant to section 10-33-75.

Official statute (accessed 2026-09-30).

N.D. Cent. Code § 10-33-73

An action required or permitted to be taken at a meeting of the members may be taken without a meeting by written action signed, or consented to by authenticated electronic communication, by all of the members entitled to vote on that action. 1. If the articles so provide, any action may be taken by written action signed, or consented to by authenticated electronic communication, by the members who hold voting power equal to the voting power that would be required to take the same action at a meeting of the members at which all members were present. However, in no event may written action be taken by members who hold less than a majority of the voting power of all members entitled to vote on that action. a. After the adoption of the initial articles, an amendment to the articles to permit written action to be taken by less than all members requires the approval of all members entitled to vote on the amendment. b. When written action is permitted to be taken by less than all members, all members must be notified immediately of its text and effective date no later than five days after the effective time of the action. c. Failure to provide the notice does not invalidate the written action. d. A member who does not sign or consent to the written action has no liability for the action or actions taken by the written action. 2. The written action is effective when signed by the required members, unless a different effective time is provided in the written action. 3. When this chapter requires or permits a certificate concerning an action to be filed with the secretary of state, the certificate must indicate if the action was taken under this section.

Official statute (accessed 2026-09-30).

N.D. Cent. Code § 10-33-76

1. Unless otherwise provided by the articles or bylaws, a quorum for a meeting of members is ten percent of the members entitled to vote at the meeting. 2. Except as provided in subdivision b, a quorum is necessary for the transaction of business at a meeting of members. a. If a quorum is not present, a meeting may be adjourned from time to time for that reason. b. If a quorum has been present at a meeting and members have withdrawn from the meeting so that less than a quorum remains, the members still present may continue to transact business until adjournment.

Official statute (accessed 2026-09-30).

N.D. Cent. Code § 10-33-96

1. Subject to section 10-33-122, a corporation may be dissolved: a. By the incorporators under section 10-33-97; b. By the board and members with voting rights under sections 10-33-98 through 10-33-103; or c. By order of a court under sections 10-33-106 through 10-33-113. 2. A corporation also may be dissolved by the secretary of state under section 10-33-139.

Official statute (accessed 2026-09-30).

N.D. Cent. Code § 10-33-97

1. If the first board has not been named in the articles, designated or appointed pursuant to the articles, or elected under section 10-33-25, a corporation may be dissolved by the incorporators as provided in this section. 2. A majority of the incorporators shall sign articles of dissolution containing: a. The name of the corporation; b. The date of incorporation; c. A statement that the first board has not been: (1) Named in the articles; (2) Designated or appointed pursuant to the articles; or (3) Elected at an organizational meeting; d. A statement that no debts remain unpaid; and e. A statement: (1) That notice to the attorney general required by section 10-33-122 has been given and the waiting period: (a) Has expired; or (b) Has been waived by the attorney general; or (2) That section 10-33-122 is not applicable. 3. The articles of dissolution must be filed with the secretary of state together with the fees provided in section 10-33-140. 4. When the articles of dissolution have been filed with the secretary of state, the corporation is dissolved. 5. The secretary of state shall issue to the dissolved corporation a certificate of dissolution that contains: a. The name of the corporation; b. The date the articles of dissolution were filed with the secretary of state; and c. A statement that the corporation is dissolved.

Official statute (accessed 2026-09-30).

N.D. Cent. Code § 10-33-98

1. A corporation may be dissolved by the board and members with voting rights as provided in this section. 2. The board shall adopt a resolution proposing dissolution of the corporation by the affirmative vote of a majority of all directors. a. The resolution must include a plan of dissolution that states to whom the assets owned or held by the corporation will be distributed after creditors are paid. b. The plan must comply with the requirements of section 10-33-105. c. If the board will have discretion in distributing assets, the plan must state that the assets will be distributed to persons the board subsequently identifies. d. If there is a member with voting rights, the resolution and plan of dissolution must be submitted to the members under subsection 3. 3. With respect to approval by members with voting rights: a. Written notice: (1) Must be given to each member with voting rights, within the time and in the manner provided in section 10-33-68 for notice of meetings of members; and (2) Whether the meeting is a regular or a special meeting, must state that a purpose of the meeting is to consider dissolving the corporation. b. The proposed dissolution must be submitted for approval at a meeting of members. If the proposed dissolution is approved by the members with voting rights, the dissolution must be started.

Official statute (accessed 2026-09-30).

N.D. Cent. Code § 10-33-99

1. If dissolution of the corporation is approved under section 10-33-98, the corporation shall: a. File with the secretary of state, together with the fees provided in section 10-33-140, a notice of intent to dissolve which must contain: (1) The name of the corporation; (2) The date and place of the meeting at which the resolution was approved by the board under subsection 2 of section 10-33-98, and by the members under subsection 3 of section 10-33-98, if applicable; and (3) A statement that the requisite approval of the directors and members was received. b. If applicable, notify the attorney general under section 10-33-122. 2. When the notice of intent to dissolve has been filed with the secretary of state and subject to section 10-33-104, the corporation may not carry on its activities, except to the extent necessary for the winding up of the corporation. a. The board and members with voting rights have the right to revoke the dissolution proceedings under section 10-33-104. b. The members with voting rights have the right to remove directors or fill vacancies on the board. c. The corporate existence continues to the extent necessary to wind up the affairs of the corporation until the dissolution proceedings are revoked or articles of dissolution are filed with the secretary of state. 3. The filing with the secretary of state of a notice of intent to dissolve does not affect a remedy in favor of the corporation or a remedy against it or its directors, officers, or members in those capacities, except as provided in section 10-33-115.

Official statute (accessed 2026-09-30).

N.D. Cent. Code § 10-33-100

1. When a notice of intent to dissolve has been filed with the secretary of state, the board, or the officers acting under the direction of the board, shall proceed as soon as possible to collect or make provision for the collection of debts owing to the corporation and to pay or make provision for the payment of debts, obligations, and liabilities of the corporation according to their priorities. 2. Notwithstanding section 10-33-94, when a notice of intent to dissolve has been filed with the secretary of state, the directors may sell, lease, transfer, or otherwise dispose of all or substantially all of the property and assets of a dissolving corporation without a vote of the members, subject to sections 10-33-95 and 10-33-122. 3. Property must be distributed under section 10-33-105.

Official statute (accessed 2026-09-30).

N.D. Cent. Code § 10-33-101

When a notice of intent to dissolve has been filed with the secretary of state and the attorney general, if applicable, the corporation may give notice of the filing to each creditor of and claimant against the corporation known or unknown, present or future, and contingent or noncontingent. 1. If notice to creditors and claimants is given, it must be given: a. By publishing the notice once each week for four successive weeks in an official newspaper, as defined in chapter 46-06, in the county or counties where the registered office and the principal executive office of the corporation are located; and b. By giving written notice to known creditors and claimants pursuant to subsection 26 of section 10-33-01. 2. a. The notice to creditors and claimants must contain: (1) A statement that the corporation is in the process of dissolving; (2) A statement that the corporation has filed with the secretary of state a notice of intent to dissolve; (3) The date of filing the notice of intent to dissolve; (4) The address of the office to which written claims against the corporation must be presented; and (5) The date by which all the claims must be received, which must be the later of: (a) Ninety days after published notice; or (b) With respect to a particular known creditor or claimant, ninety days after the date on which written notice was given to that creditor or claimant. b. Published notice is deemed given on the date of first publication for the purpose of determining this date. 3. With respect to claims against a corporation that gives notice to creditors and claimants: a. The corporation has thirty days from the receipt of each claim filed according to the procedures set forth by the corporation on or before the date set forth in the notice to accept or reject the claim by giving written notice to the person submitting it. A claim not expressly rejected in this manner is deemed accepted. b. A creditor or claimant to whom notice is given and whose claim is rejected by the corporation has: (1) Sixty days from the date of rejection; (2) One hundred eighty days from the date the corporation filed with the secretary of state the notice of intent to dissolve; or (3) Ninety days after the date on which notice was given to the creditor or claimant, whichever is longer, to pursue any other remedies with respect to the claim. c. A creditor or claimant to whom notice is given who fails to file a claim according to the procedures set forth by the corporation on or before the date set forth in the notice is barred from suing on that claim or otherwise realizing upon it or enforcing it, except as provided in section 10-33-115. d. A creditor or claimant whose claim is rejected by the corporation under subdivision b is barred from suing on that claim or otherwise realizing upon or enforcing it, if the creditor or claimant does not initiate legal, administrative, or arbitration proceedings with respect to the claim within the time provided in subdivision b. 4. Articles of dissolution for a corporation dissolving under this section that has given notice to creditors and claimants must be filed with the secretary of state after compliance with section 10-33-122, if applicable, and: a. The ninety-day period in subdivision a of subsection 2 has expired and the payment of claims of all creditors and claimants filing a claim within that period has been made or provided for; or b. The longest of the periods described in subdivision b of subsection 3 has expired and there are no pending legal, administrative, or arbitration proceedings by or against the corporation commenced within the time provided in subdivision b of subsection 3. 5. The articles of dissolution for a corporation that has given notice to creditors and claimants under this section must state: a. The last date on which the notice was given and: (1) That the payment of all creditors and claimants filing a claim within the ninety-day period in subdivision a of subsection 2 has been made or provided for; or (2) The date on which the longest of the periods described in subdivision b of subsection 3 expired; b. That the remaining property, assets, and claims of the corporation have been distributed in accordance with section 10-33-105, or that adequate provision has been made for that distribution; and c. That there are no pending legal, administrative, or arbitration proceedings by or against the corporation commenced within the time provided in subdivision b of subsection 3, or that adequate provision has been made for the satisfaction of any judgment, order, or decree that may be entered against it in a pending proceeding.

Official statute (accessed 2026-09-30).

N.D. Cent. Code § 10-33-102

When a notice of intent to dissolve has been filed with the secretary of state and the attorney general, if applicable, and the corporation has elected not to give notice to creditors and claimants in the manner provided in section 10-33-101: 1. Articles of dissolution for a corporation that has not given notice to creditors and claimants in the manner provided in section 10-33-101: a. Must be filed with the secretary of state after compliance with section 10-33-122, if applicable, and: (1) The payment of claims of all known creditors and claimants has been made or provided for; or (2) At least two years have elapsed from the date of filing the notice of intent to dissolve. b. Must state: (1) If the articles of dissolution are being filed pursuant to paragraph 1 of subdivision a, that all known debts, obligations, and liabilities of the corporation have been paid and discharged or that adequate provision has been made for payment or discharge; (2) That the remaining property, assets, and claims of the corporation have been distributed in accordance with section 10-33-105, or that adequate provision has been made for that distribution; and (3) There are no pending legal, administrative, or arbitration proceedings by or against the corporation, or that adequate provision has been made for the satisfaction of any judgment, order, or decree that may be entered against it in a pending proceeding. 2. With respect to claims against corporations that do not give notice to creditors and claimants under section 10-33-101: a. If a corporation has paid or provided for all known creditors or claimants at the time articles of dissolution are filed, a creditor or claimant who does not file a claim or pursue a remedy, in a legal, administrative, or arbitration proceeding within two years after the date of filing the notice of intent to dissolve is barred from suing on that claim or otherwise realizing upon or enforcing it. b. If the corporation has not paid or provided for all known creditors and claimants at the time articles of dissolution are filed, a person who does not file a claim or pursue a remedy in a legal, administrative, or arbitration proceeding within two years after the date of filing the notice of intent to dissolve is barred from suing on that claim or otherwise realizing upon or enforcing it, except as provided in section 10-33-115.

Official statute (accessed 2026-09-30).

N.D. Cent. Code § 10-33-103

1. An original of the articles of dissolution must be filed with the secretary of state, together with the fees provided in section 10-33-140. If the secretary of state finds that the articles of dissolution conform, the secretary of state shall issue a certificate of dissolution. 2. When the certificate of dissolution has been issued by the secretary of state, or on a later date within thirty days after filing if the articles of dissolution so provide, the corporation is dissolved. 3. The secretary of state shall issue to the dissolved corporation, or its legal representative, a certificate of dissolution that contains: a. The name of the corporation; b. The date the articles of dissolution are effective; and c. A statement that the corporation was dissolved as of the effective date of dissolution.

Official statute (accessed 2026-09-30).

N.D. Cent. Code § 10-33-104

1. As provided in this section, dissolution proceedings begun under section 10-33-98 may be revoked before the articles of dissolution are filed. 2. The board may adopt a resolution revoking the proposed dissolution by the affirmative vote of a majority of all directors. If there are members with voting rights, the resolution must be submitted to the members under subsection 3. 3. Written notice must be given to the members with voting rights within the time and in the manner provided in section 10-33-68 for notice of meetings of members and must state that a purpose of the meeting is to consider the advisability of revoking the dissolution proceedings. a. The proposed revocation must be submitted to the members at the meeting. b. If the proposed revocation is approved by the members with voting rights, the dissolution proceedings are revoked. 4. Revocation of dissolution proceedings is effective when a notice of revocation is filed with the secretary of state. a. After the notice is filed, the corporation may resume its activities. b. If notice to the attorney general has been given under section 10-33-122, the notice of revocation also must be given to the attorney general on or before the time that it is filed with the secretary of state.

Official statute (accessed 2026-09-30).

N.D. Cent. Code § 10-33-105

1. In performing the duties under section 10-33-100, the board, or the officers acting under the direction of the board, shall distribute the assets of the corporation in the following order of priority: a. Distribution of assets received and held for a special use or purpose under subsection 2; b. Payment of costs and expenses of the dissolution proceedings, including attorney's fees and disbursements; c. Payment of debts, obligations, and liabilities of the corporation; d. Distribution of assets pursuant to articles or bylaws of the dissolving corporation or the rules or canons of another organization under subsection 3; and e. Distribution of remaining assets under subsection 4. 2. Assets of the corporation may not be diverted from the uses and purposes for which the assets have been received and held or from the uses and purposes expressed or intended by the original donor. 3. When the articles or bylaws of the dissolving corporation, or the rules or canons of another organization by which the dissolving corporation is bound, provide for a particular distribution of the assets of the dissolving corporation, the assets must be distributed accordingly. 4. The distribution of assets held for or devoted to a charitable or public use or purpose is subject to section 59-20-01.

Official statute (accessed 2026-09-30).

N.D. Cent. Code § 10-33-116

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.

Official statute (accessed 2026-09-30).

N.D. Cent. Code § 10-33-122

1. Except as provided in subsection 7, the following corporations shall notify the attorney general of their intent to dissolve, merge, or consolidate, or to transfer all or substantially all of their assets: a. A corporation that holds assets for a charitable purpose. b. A corporation that is exempt under section 501(c)(3) of the Internal Revenue Code. 2. The notice must be signed on behalf of the corporation by an authorized person and must include: a. The purpose of the corporation that is giving the notice; b. A list of assets owned or held by the corporation for charitable purposes; c. A description of restricted assets and purposes for which the assets were received; d. A description of debts, obligations, and liabilities of the corporation; e. A description of tangible assets being converted to cash and the manner in which they will be sold; f. Anticipated expenses of the transaction, including attorney's fees; g. A list of persons to whom assets will be transferred, if known; h. The purposes of persons receiving the assets; and i. The terms, conditions, or restrictions, if any, to be imposed on the transferred assets. 3. Subject to subsection 4, a corporation described in subsection 1 may not transfer or convey assets as part of a dissolution, merger, or consolidation, or transfer of assets under section 10-33-94 until forty-five days after it has given written notice to the attorney general, unless the attorney general waives all or part of the waiting period. 4. The attorney general may extend the waiting period under subsection 3 for one additional thirty-day period by notifying the corporation in writing of the extension. The attorney general shall notify the secretary of state if the waiting period is extended. 5. When all or substantially all of the assets of a corporation described in subsection 1 have been transferred or conveyed following expiration or waiver of the waiting period, the board shall deliver to the attorney general a list of persons to whom the assets were transferred or conveyed. The list must include the addresses of each person who received assets and show what assets the person received. 6. Failure of the attorney general to take an action with respect to a transaction under this section does not constitute approval of the transaction and does not prevent the attorney general from taking other action. 7. Subsections 1 through 5 do not apply to a merger with, consolidation into, or transfer of assets to an organization exempt under section 501(c)(3) of the Internal Revenue Code, or any successor section. A corporation that is exempt under this subsection shall send a copy of the certificate of merger or certificate of consolidation and incorporation to the attorney general.

Official statute (accessed 2026-09-30).

N.D. Cent. Code § 10-33-140

f. Filing an intent to dissolve, ten dollars. g. Filing articles of dissolution, twenty dollars.

Official statute (accessed 2026-09-30).

N.D. Cent. Code § 10-33-01(38)

38. "Written action" means: a. A written record signed by all of the persons required to take the action; or b. The counterparts of a written record signed by any of the persons taking the action. (1) Each counterpart constitutes the action of the persons signing it; and (2) All the counterparts are one written action by all of the persons signing them.

Official statute (accessed 2026-09-30).