Section 10-01.1-02 - DefinitionsFor purposes of this chapter, unless the context otherwise requires:
1. "Appointment of agent" means a statement appointing an agent for service of process filed by a domestic entity that is not a filing entity or a nonqualified foreign entity under section 10-01.1-12.2. "Commercial registered agent" means a person that is listed under section 10-01.1-06 that serves in this state as the agent for service of process for another entity and that is:a. An individual residing in this state; orb. A domestic or foreign corporation or limited liability company.3. "Domestic corporation" means a corporation, other than a foreign corporation, incorporated under any chapter of this code.4. "Domestic entity" means an entity whose internal affairs are governed by the laws of this state.5. "Domestic limited liability company" means a limited liability company, other than a foreign limited liability company, organized under chapter 10-32.1.6. "Electronic communication" means any form of communication, not directly involving the physical transmission of paper: a. That creates a record that may be retained, retrieved, and reviewed by a recipient of the communication; andb. That may be directly reproduced in paper form by the recipient through an automated process.7. "Entity" means a person that has a separate legal existence or has the power to acquire an interest in real property in its own name other than: b. A testamentary, inter vivos, or charitable trust, with the exception of a business trust, statutory trust, or similar trust;c. An association or relationship that is not a partnership by reason of section 45-14-02 or a similar provision of the law of any other jurisdiction;d. A decedent's estate; ore. A government or governmental subdivision, agency, or instrumentality, or a quasi-governmental instrumentality.8. "Filed with the secretary of state" means, except as otherwise permitted by rule or law: a. That a record meeting the applicable requirements of this chapter, together with the fees provided in section 10-01.1-03, was delivered or communicated to the secretary of state by a method or medium of communication acceptable by the secretary of state and was determined by the secretary of state to conform to law.b. That the secretary of state did then: (1) Record the actual date on which the record was filed, and if different, the effective date of filing; and(2) Record the record in the office of the secretary of state.9. "Filing entity" means an entity that is created by the filing of a public organic document.10. "Foreign corporation" means a corporation:a. That is incorporated under laws other than the laws of this state; andb. That is a qualified foreign entity.11. "Foreign entity" means an entity other than a domestic entity.12. "Foreign limited liability company" means a limited liability company:a. That is organized under laws other than the laws of this state for a purpose for which a limited liability company may be organized under chapter 10-32.1; andb. That is a qualified foreign entity.13. "Foreign qualification document" means an application for a certificate of authority or other foreign qualification filing with the secretary of state by a foreign entity.14. "Governance interest" means the right under the organic law or organic rules of an entity, other than as a governor, agent, assignee, or proxy, to: a. Receive or demand access to information concerning, or the books and records of, the entity;b. Vote for the election of the governors of the entity; orc. Receive notice of or vote on any or all issues involving the internal affairs of the entity.15. "Governor" means a person by or under whose authority the powers of an entity are exercised and under whose direction the business and affairs of the entity are managed pursuant to the organic law and organic rules of the entity.16. "Interest" means: a. A governance interest in an unincorporated entity;b. A transferable interest in an unincorporated entity; orc. A share or membership in a corporation.17. "Interest holder" means a direct holder of an interest.18. "Jurisdiction of organization", with respect to an entity, means the jurisdiction whose law includes the organic law of the entity.19. "Noncommercial registered agent" means a person that is not listed as a commercial registered agent under section 10-01.1-06 that serves in this state as the agent for service of process for another entity and that is:a. An individual residing in this state; orb. A domestic or foreign corporation or a domestic or foreign limited liability company.20. "Nonqualified foreign entity" means a foreign entity that is not authorized to transact business in this state pursuant to a filing with the secretary of state.21. "Nonresident LLP statement" means a registration as provided in subsection 23 of section 45-22-01 and is:a. A registration of a domestic limited liability partnership that does not have an office in this state; orb. A registration of a foreign limited liability partnership that does not have an office in this state.22. "Organic law" means the statutes, if any, other than this chapter, governing the internal affairs of an entity.23. "Organic rules" means the public organic document and private organic rules of an entity.24. "Person" means an individual, corporation, estate, trust, partnership, limited liability company, business or similar trust, association, joint venture, public corporation, government or governmental subdivision, agency, or instrumentality, or any other legal or commercial entity.25. "Principal executive office" means: a. If the entity has one or more elected or appointed governors, then an office where one or more of the governors has an office; orb. If the entity has no elected or appointed governors, then the office of the registered agent of the entity.26. "Private organic rules" means the rules, whether or not in a record, that: a. Govern the internal affairs of an entity;b. Are binding on all of its interest holders; andc. Are not part of its public organic document, if any.27. "Public organic document" means the public record the filing of which creates an entity, and any amendment to or restatement of that record.28. "Qualified foreign entity" means a foreign entity that is authorized to transact business in this state pursuant to a filing with the secretary of state.29. "Record" means information is inscribed on a tangible medium or is stored in an electronic or other medium and is retrievable in perceivable form.30. "Registered agent" means: a. A commercial registered agent; orb. A noncommercial registered agent.31. "Registered agent filing" means:a. The public organic document of a domestic filing entity;b. A nonresident LLP statement;c. A foreign qualification document; ord. An appointment of agent.32. "Registered office" means the address in this state of a registered agent as provided in this chapter and need not be the same as the principal place of business or principal executive office of the represented entity.33. "Represented entity" means: a. A domestic filing entity;b. A domestic or qualified foreign limited liability partnership that does not have an office in this state;c. A qualified foreign entity;d. A domestic or foreign unincorporated nonprofit association for which an appointment of agent has been filed;e. A domestic entity that is not a filing entity for which an appointment of agent has been filed; orf. A nonqualified foreign entity for which an appointment of agent has been filed.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; andb. 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 the organic rules of the entity; and(2) The signature and the record are communicated by a method or medium of communication acceptable by the secretary of state.35. "Transferable interest" means the right under an entity's organic law to receive distributions from the entity.36. "Type", with respect to an entity, means a generic form of entity:a. Recognized at common law; orb. Organized under an organic law, whether or not some entities organized under that organic law are subject to provisions of that law that create different categories of the form of entity.Amended by S.L. 2015, ch. 87 (HB 1136),§ 1, eff. 7/1/2015.