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 (§ 10-19.1-31(1)). However, pertinent statutory regulations are set in place including:
- Annual Meetings – § 10-19.1-71(1)
- Corporate Bylaws – § 10-19.1-31
- Issuance of Stock – § 10-19.1-63
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.
