Cooperative Association FAQs

See: Business Services, Business Registrations, FAQs (generally applicable to all business entities)

How can I find information about an old cooperative stock certificate?
The Secretary of State cannot determine the value of a stock certificate. However, if the cooperative association is active, the Secretary of State can provide the information to contact the cooperative association.

To verify whether a cooperative association exists and to obtain information to contact the association:

• Check Business Search at www.nd.gov/sos/businessserv/registrations/business-search.html If the cooperative association is active, contact
• Call 701-328-4284 or 800-352-0867 (Ext. 8-4284)
• Fax a request to 701-328-2992 addressed to the Business Division
• Email to sosbir@nd.gov
• Mail addressed to: Business Division
  Secretary of State
  600 E Boulevard Ave Dept 108
  Bismarck ND 58505-0500

If the cooperative association is no longer active, the Secretary of State can do a search of archived records to see if it was dissolved, or whether it merged into another organization. If the cooperative association retired by merger, you can contact the surviving organization of the merger. It’s possible that the stock certificate may have been converted to holdings of the merger survivor. To verify archived records, send a copy of the stock certificate with $5 fee to the Secretary of State.

How do I obtain a certificate of good standing or a certificate of fact?
The Secretary of State provides certificates of good standing on corporations, cooperative associations, and limited liability companies. Certificates of fact are issued for verifications of filings of limited partnerships, limited liability partnerships, limited liability limited partnerships, and any other facts of record. A certificate is not yet available from the Secretary of State’s website but can be obtained upon request with payment by check, money order, credit card (VISA, MasterCard, or Discover), or pre-authorized credit. The request can be made by:

• Calling 701-328-4284 or 800-352-0867 (Ext. 8-4284)
• Fax at 701-328-2992 addressed to the Business Division
• Email to sosbir@nd.gov
• Mail addressed to: Business Division
  Secretary of State
  600 E Boulevard Ave Dept 108
  Bismarck ND 58505-0500

How can I obtain the names and addresses of officers of a cooperative association?
Since the officers of a cooperative association are not contained in the Secretary of State’s database, this information requires a fee of $5. A check payable to the Secretary of State, cash, money order, or credit card (VISA, MasterCard, or Discover) payment is acceptable. You can obtain the information by:

• Calling 701-328-4284 or 800-352-0867 (Ext. 8-4284)
• Faxing a request to 701-328-2992 addressed to the Business Division
• Email to sosbir@nd.gov
• Mailing a request addressed to: Business Division
  Secretary of State
  600 E Boulevard Ave Dept 108
  Bismarck ND 58505-0500

Are the shareholders or owners of a cooperative association recorded with the Secretary of State?
No. The annual reports of a cooperative association will disclose the names of the officers and directors.

When I file articles of association or amendment, how many copies do I need to send?
Only one. Send two copies if the filer wants a copy bearing the filing stamp.

Are a cooperative association’s bylaws filed with the Secretary of State?
No. A cooperative association maintains its bylaws.

Does a cooperative association have to maintain a registered agent in North Dakota?
A cooperative shall maintain in North Dakota either a registered agent or its principal office.

What is a registered agent, resident agent, or statutory agent?
The terms registered agent, resident agent, and statutory agent all have the same meaning. North Dakota statutes refer to it as registered agent.

A cooperative association cannot serve itself as its registered agent. A cooperative association must continuously maintain either its principal office in North Dakota or a registered agent to receive all legal documents for the association, including service of process if a lawsuit is filed against it. The registered agent is expected to forward these documents to the cooperative association. A registered agent must be:

• An individual resident residing in North Dakota,
• Another domestic or foreign corporation that is registered with the Secretary of State and has a business office in North Dakota; or
• A domestic or foreign limited liability company that is registered with the Secretary of State and has a business office in North Dakota.

Where can I get certificate forms to issue the stock for my cooperative association?
The Secretary of State does not supply stock certificate forms. Consult a printer.

Who can be retained as registered agent when the cooperative association does not have a business office in North Dakota or any personal or business connections in North Dakota?
Agent service companies exist that specialize in registered agent services. For a list of the individuals or companies that specialize in this service in North Dakota, see Registered Agent List.

What is the registered office?
The registered office is the physical address (not just a post office box number) where the registered agent is available to receive service during regular business hours. Since the address of the registered office is often used for mail delivery, a post office box number must be included in the address if mail is not delivered to the physical address.

Do we need to file a dissolution or withdrawal of authority if our cooperative association charter or authority has been revoked?
The Secretary of State cannot accept documents for filing when the association’s charter or authority is in a revoked status. You must file the necessary documents with the required fees to reinstate the charter or authority, and then file the dissolution or withdrawal.

What’s the difference between a domestic cooperative association and a foreign cooperative association?
A domestic cooperative association is incorporated according to North Dakota’s laws while a foreign cooperative association is incorporated according to the laws of another jurisdiction that may be another state, or a country outside the United States.

What happens if I drop an annual report form in a mail drop on or before the required date and the envelope containing the annual report ends up postmarked after the required date?
The late filing fee is required. North Dakota’s annual report statutes specifically state that a report received after the required date must bear a postmark date on or before the required date to be acceptable without the late filing fee.

What is required for our cooperative association to bid on or provide goods or services to the State of North Dakota?
NDCC, Chapter 54-44.4 requires domestic cooperative associations to have an active status with the Secretary of State and requires most foreign cooperative associations to obtain a certificate of authority from the Secretary of.

Is my foreign cooperative association required to obtain a certificate of authority from the Secretary of State?
The Secretary of State’s staff cannot indicate whether or not a particular foreign cooperative association must obtain a certificate of authority. A cooperative association that is uncertain about this question should consult legal counsel familiar with North Dakota laws. A cooperative association that decides that a certificate of authority is required must obtain it before transacting business in North Dakota.

While the Secretary of State cannot determine whether a certificate of authority is required, most state agencies will not issue a license or permit until the certificate of authority is obtained.