Professional Limited Liability Company Legislative Summary: 2007

(Full texts of all bills adopted by the Sixtieth Legislative Assembly are available on the Secretary of State’s website at www.nd.gov/sos/ under the lobbying and legislative link located in the left side menu)

House Bill 1241: (effective July 1, 2007) All Business Entities

Amended numerous sections of law related to various business entity chapters, including the North Dakota Limited Liability Company Act in Chapter 10-32 of the North Dakota Century Code which also apply to professional limited liability companies. These are:

• N.D.C.C. § 10-32-02, changed or added the definitions of "acquiring organization", "articles", "constituent organization", "distribution", "governing body", "membership interest", "originating records", "owners", "ownership interests", "signed", "subsidiary", and "surviving organization"
• Added N.D.C.C. § 10-32-03.1 relating to the reservation of legislative right to amend or repeal provisions of the North Dakota Limited Liability Company Act and subjecting any limited liability company created or governed by the act
• N.D.C.C., § 10-32-07, enabled a committee to create a subcommittee and delegate any or all of its authority to the subcommittee; made technical corrections to the content of the articles of organization; provided that articles of organization may be dependent upon facts ascertainable outside of the articles; and may incorporate by reference documents maintained in the corporate office
• N.D.C.C., § 10-32-10, created subsection 9 providing that an amendment which only changes the limited liability company’s name need not be submitted to the members for approval
• Added N.D.C.C., § 10-32-42.1 enabling a limited liability company to submit a matter to its members whether or not the board believes the matter to be advisable
• A new subsection to N.D.D.C. § 10-32-85 enabled a committee to create a subcommittee and delegate any or all of its authority to the subcommittee
• Enabled mergers, exchanges, and transfer between a limited liability company and any domestic organization
• Provided that a disposition of substantially all of the property of a limited liability company is not considered to be a merger or defector merger and that the transferee is not solely liable because it is deemed to be a continuation of the transferor

Senate Bill 2153: (effective July 1, 2008) Registered Agents

• Removed specific registered agent provisions from Chapter 10-32 (North Dakota Limited Liability Company Act) and consolidated them into a new chapter, 10-01.1, of the Century Code titled the North Dakota Registered Agents Act
• Allowed registered agents to represent their clients in the same manner as they do under current law
• Allowed for the optional registration of a commercial registered agent serving as a registered agent for numerous entities in North Dakota. When doing so, the name and address of the commercial registered agent is consistently on record for all entities represented by them. If the commercial registered agent moves or undergoes a change of name, a single filing of that change will update the registered agent records for all of the clients they represent.
• Established the duties of a registered agent
• Enabled entities without a registration requirement with the Secretary of State to voluntarily name a registered agent and establish a public record with the Secretary of State. Examples of these entities are trusts or unincorporated nonprofit organizations
• Eliminated the filing requirement of the consent of registered agent