N.D. Cent. Code § 10-32.1-77

Current through 2023 Legislative Sessions

Section 10-32.1-77 - Foreign limited liability company - Amendments to a certificate of authority

1. If any statement in the application for a certificate of authority by a foreign limited liability company is false when made or if the foreign limited liability company changes the name of the foreign limited liability company or purposes sought in this state, then the foreign limited liability company promptly shall file with the secretary of state an application for an amended certificate of authority executed by an authorized person on forms prescribed by the secretary of state correcting the statement and in the case of a change in the name of the foreign limited liability company, a certificate to that effect authenticated by the proper officer of the state or country under the laws of which the foreign limited liability company is organized.

2. In the case of a termination or merger, a foreign limited liability company that is not the surviving organization need not file an application for an amended certificate of authority but shall promptly file with the secretary of state a certificate to that effect authenticated by the proper officer of the state or country under the laws of which the foreign limited liability company is organized.

3. A foreign limited liability company that changes the name of the foreign limited liability company and applies for an amended certificate of authority and that is the owner of a service mark, trademark, or trade name, a general partner named in a fictitious name certificate, a general partner in a limited partnership or a limited liability limited partnership, or a managing partner in a limited liability partnership that is on file with the secretary of state shall change the name of the foreign limited liability company in each of the foregoing registrations which is applicable when the foreign limited liability company files an application for an amended certificate of authority.

N.D.C.C. § 10-32.1-77

Amended by S.L. 2023 , ch. 103( HB 1084 ), § 6, eff. 8/1/2023.

Added by S.L. 2015 , ch. 87( HB 1136 ), § 19, eff. 7/1/2015.