North Dakota Corporation Law

The North Dakota Business Corporation Act defines “Corporation” or “Domestic Corporation” as a corporation, other than a foreign corporation, organized for profit and incorporated under the laws of the state of North Dakota.  One or more individuals over the age of eighteen may act as the incorporator or incorporators of a corporation.  They may form the corporation by filing the articles of incorporation with the Secretary of State.

Such corporations have the liberty to engage in any lawful business unless a more limited purpose is set forth in its articles of incorporation.  It has the same powers as a natural person to do all things necessary to carry out its business.  Each corporation shall maintain a registered office and registered agent in the state of North Dakota.  The registered office need not be the same as any of its places of business.

Unless its articles of incorporation provide, a corporation has perpetual duration and succession in its corporate name.  The name of the corporation must be in the English language or in any other language expressed in English letters or characters.  The name must contain the word “company”, “corporation”, “incorporated”, “limited”, or an abbreviation of one or more of these words.

The corporate existence of a corporation begins when the articles of incorporation is filed with the Secretary of State.  After incorporation the initial directors shall hold an organizational meeting to complete the organization of the corporation by appointing officers and carrying on any other business brought before the meeting.

All corporate powers shall be exercised by or under the authority of its board of directors.  The authority of the board of directors shall be subject to any limitation set forth in the articles of incorporation.

Directors must be individuals.  The method of election and any additional qualifications for directors may be imposed by or in the manner provided in the articles or bylaws.  The number of directors may be increased or decreased from time to time by amendment or in the manner provided in the articles of incorporation or the bylaws.

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 of North Dakota.  If the articles, bylaws, or board fail to select a place for a meeting, the meeting must be held at the principal executive office, unless the articles or bylaws provide otherwise.


Inside North Dakota Corporation Law