North Dakota corporate bylaws are essential internal documents not filed with the Secretary of State that define the governance framework and operational policies of a corporation. They outline directors’ duties, shareholder rights, meeting protocols, and voting procedures.
Initially set by incorporators or the board, these bylaws can be amended by the board but are subject to challenge by shareholders with at least five percent of voting power, ensuring a structure for internal management and decision-making.
Legal Requirements
North Dakota does not require corporations to adopt bylaws. [1] However, pertinent statutory regulations are set in place, including:
- Annual Meetings: Shareholders’ meetings can be held annually or less frequently as specified by the articles or bylaws; they are not mandatory unless stated otherwise. [2]
- Corporate Bylaws: Bylaws may include any provisions for managing or regulating the corporation’s affairs, in line with state law and the articles of incorporation. [3]
- Issuance of Stock: A corporation can issue securities and rights to purchase securities only with board authorization. [4] The directors of the company are authorized to set the price and type of consideration that is payable for the stock certificates.
Naming Considerations
- Required Words: “Corporation,” “Incorporated,” “Limited,” “Company,” or an abbreviation thereof (choose one).
- Prohibited Words: Language stating/implying entity is organized for impermissible purpose or mentions of “Limited Liability Company,” “Limited Partnership,” “Limited Liability,” Limited Partnership,” or an abbreviation thereof.
- Name Reservation Period: 12 months.
- Renewal Period: Renewable.
- Transferability: Yes.
