Section 10-19.1-146 - Secretary of state - Annual report of corporations and foreign corporations - Involuntary dissolution - Revocation of certificate of authority1. Each corporation and each foreign corporation authorized to transact business 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 the corporation or foreign corporation is incorporated.b. The address of the registered office of the corporation or foreign corporation in this state, the name of the corporation's or foreign corporation's registered agent in this state at that address, and the address of the corporation's or foreign corporation's principal executive office.c. A brief statement of the character of the business 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. In the case of a domestic corporation, a statement of the aggregate number of shares the corporation has authority to issue, itemized by classes, par value of shares, shares without par value, and series, if any, within a class.f. In the case of a domestic corporation, a statement of the aggregate number of issued shares, itemized by classes, par value of shares, shares without par value, and series, if any, within a class.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 58 of section 10-19.1-01. 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 must be delivered to the secretary of state: a. By a corporation, before August second of each year; andb. By a foreign corporation, before May sixteenth of each year. The first annual report of either a corporation or foreign corporation must be delivered before the date provided in the year following the calendar year in which the certificate of incorporation or certificate of authority was issued by the secretary of state, or in the case of a corporation, in the year following the calendar year of the effective date stated in the articles of incorporation.
4. The secretary of state must file the annual report if the annual report conforms to the requirements of this section and all fees have been paid as provided in section 10-19.1-147. a. If the annual report does not conform, it must be returned to the corporation or foreign corporation for any necessary correction or payment.b. If the annual report is corrected and filed before the date provided in subsection 3, or within thirty days after the annual report was returned by the secretary of state for correction, then the penalties provided in section 10-19.1-147 for the failure to file an annual report within the time provided do not apply.5. Three months after the date provided in subsection 3, any corporation or foreign corporation failing to file its annual report is not in good standing. After the corporation or foreign corporation becomes not in good standing, the secretary of state shall notify the corporation or foreign corporation that its certificate of incorporation or certificate of authority is not in good standing and that it may be dissolved or revoked as provided in subsection 6 or 7.a. The secretary of state must mail the notice of impending dissolution or revocation to the last registered agent at the last registered office.b. If the corporation or foreign corporation files its annual report after the notice is mailed, together with the filing fee and the late filing penalty fee provided in section 10-19.1-147, then the secretary of state shall restore its certificate of incorporation or certificate of authority to good standing.6. A corporation that fails to file its annual report, together with the filing and penalty fees for late filing provided in section 10-19.1-147, within one year after the date provided in subsection 3 ceases to exist as a corporation and is considered involuntarily dissolved by operation of law. a. The secretary of state shall note the dissolution 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.7. A foreign corporation that fails to file its annual report, together with the filing and penalty fees for late filing provided in section 10-19.1-147, within one year after the date provided in subsection 3 forfeits its authority to transact business 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.8. A corporation dissolved for failure to file an annual report, or a foreign corporation whose authority was forfeited for failure to file an annual report, may be reinstated by filing the most recent past-due report, together with the filing and penalty fees for all past-due annual reports and a reinstatement fee as provided in section 10-19.1-147. The fees must be paid and an annual 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.Amended by S.L. 2019, ch. 94 (HB 1045),§ 16, eff. 8/1/2019.Amended by S.L. 2019, ch. 92 (SB 2326),§ 5, eff. 8/1/2019.Amended by S.L. 2013, ch. 89 (SB 2266),§ 8, eff. 8/1/2013.Amended by S.L. 2011, ch. 87 (SB 2174),§ 22, eff. 7/1/2011.