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NORTH DAKOTA LEGAL INFORMATION
LLC Links -- Forms and Statutes
Selected North Dakota Statutes
- 10-32-10. Limited liability company name.
1. The limited liability company name:
- Must be in the English language or in any other language expressed in Englishletters or characters;
- Must contain the words "limited liability company", or must contain theabbreviation "L.L.C." or the abbreviation "LLC", either of which abbreviation may be used interchangeably for all purposes authorized by this chapter,including real estate matters, contracts, and filings with the secretary of state;
- May not contain the word "corporation", "incorporated", "limited partnership","limited liability partnership", "limited liability limited partnership", or anyabbreviation of these words;
- May not contain a word or phrase that indicates or implies that the limited liability company:
(1) Is organized for a purpose other than: (a) A lawful business purpose for which a limited liability companymay be organized under this chapter; or(b)For a purpose stated in its articles of organization; or(2) May not be organized under this chapter; and
- May not be the same as, or deceptively similar to:
(1) The name, whether foreign and authorized to do business in this state or domestic, unless there is filed with the articles a record which complieswith subsection 3, of: (a)Another limited liability company; (b) A corporation; (c) A limited partnership; (d) A limited liability partnership; or(e) A limited liability limited partnership;
(2)A name, the right of which is, at the time of organization, reserved in themanner provided in section 10-19.1-14, 10-32-11, 10-33-11, 45-10.2-11,45-13-04.2, or 45-22-05;
(3)A fictitious name registered in the manner provided in chapter 45-11; or
(4) A trade name registered in the manner provided in chapter 47-25.2.
* * *
- 10-32-30. Termination of a membership interest.
1. The continued membership of a member in a limited liability company is terminated by:
- The member's death;
- The member's retirement;
- The member's resignation;
- The redemption of the member's complete membership interest;
- An assignment of the member's governance rights under section 10-32-32 which leaves the assignor with no governance rights;
- A buyout of a member's membership interest under section 10-32-119 which leaves that member with no governance rights;g.The member's expulsion;h.The member's bankruptcy;
- The dissolution of a member that is an organization; or
- The occurrence of any other event terminating the continued membership of amember in the limited liability company.
2. A member always has the power, though not necessarily the right, to terminate themember's membership by resigning or retiring at any time.
3.Unless otherwise provided in the articles of organization or in a member-controlagreement, a member may not be expelled.
4. If for any reason the continued membership of a member is terminated, then subjectto the articles of organization and any member-control agreement:
- If the termination does not result in the dissolution of the limited liabilitycompany, the member whose membership has terminated loses allgovernance rights and will be considered merely an assignee of the financialrights owned before the termination of membership; or
- If the termination does result in the dissolution of the limited liability company,the member whose continued membership has terminated retains allgovernance rights and financial rights owned before the termination of themembership and may exercise those rights through the winding up andtermination of the limited liability company.
5. If a member resigns or retires in contravention of the articles of organization or amember-control agreement, the member who has wrongfully resigned or retired isliable to the limited liability company to the extent damaged by the wrongfulresignation or retirement.
- 10-32-69. Board. 1.The business and affairs of a limited liability company are to be managed by or under the direction of a board (of governors), subject to the provisions of subsection 2 and section 10-32-50. The first board may be named in the articles of organization or in amember-control agreement or may be elected by the organizers pursuant to section 10-32-67 or by the members. * * *
- 10-32-83. Act of the board. The board shall take action by the affirmative vote of thegreater of a majority of governors present at a duly held meeting at the time the action is taken ora majority of the minimum proportion or number of governors that would constitute a quorum forthe transaction of business at a meeting, except if this chapter, a member-control agreement, orthe articles require the affirmative vote of a larger proportion or number. If a member-controlagreement or the articles require a larger proportion or number than is required by this chapterfor a particular action, the member-control agreement or the articles control.
- 10-32-88. Managers. A limited liability company must consist of one or more individuals eighteen years of age or more, exercising the functions of the offices, however designated, of president and treasurer and may have one or more vice presidents and a secretary, as may be provided in the bylaws. Any other managers, assistant managers, and agents, as necessary, may be elected or appointed by the board or chosen in such other manner as may be provided in the bylaws * * *.
- 10-32-89. Duties of managers and agents. Unless otherwise provided by the articlesof organization, a member-control agreement, the bylaws, or a resolution adopted by the board which is not inconsistent with the articles, a member-control agreement, or the bylaws, the managers have the following duties:
1. The president shall:
- Have general active management for the business of the limited liabilitycompany;
- When present, preside at all meetings of the board and of the members;
- See that all orders and resolutions of the board are carried into effect;
- Sign and deliver in the name of the limited liability company any deeds, mortgages, bonds, contracts, or other instruments pertaining to the business ofthe limited liability company, except if the authority to sign and deliver isrequired by law to be exercised by another person or is expressly delegated bythe articles, a member-control agreement, the bylaws, or the board to someother manager or agent of the limited liability company;
- Maintain records of and, whenever necessary, certify all proceedings of theboard and members; andf.Perform other duties prescribed by the board.
2. The vice president, if any, or if there is more than one, the vice presidents in the order determined by the board shall:
- In the absence or disability of the president, perform the duties and exercise thepowers of the president; and
- Perform other duties and have other powers as the board may from time to time prescribe.
3. The treasurer shall:
- Keep accurate financial records for the limited liability company;
- Deposit all money, drafts, and checks in the name of and to the credit of the limited liability company in the banks and depositories designated by the board;
- Endorse for deposit all notes, checks, and drafts received by the limited liability company as ordered by the board, making proper vouchers for them;
- Disburse limited liability company funds and issue checks and drafts in the name of the limited liability company, as ordered by the board;
- Give to the president and the board, whenever requested, an account of all transactions by the treasurer and of the financial condition of the limited liability company; and
- Perform other duties prescribed by the board or by the president.
4. The secretary, if any, shall:
- Attend all meetings of the board, all meetings of the members, and, when required, all meetings of standing committees;
- Record all proceedings of the meetings;
- Give, or cause to be given, notice of all meetings of the members and meetings of the board; and
- Perform other duties prescribed by the board.
5. Any other managers and agents of the limited liability company, as between themanagers and agents and the limited liability company, shall perform the duties inthe management of the limited liability company as may be provided in the articles, amember-control agreement, or the bylaws, or as may be determined by resolution of the board not inconsistent with the articles, a member-control agreement, or the bylaws.
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