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Legal Memorandum: Lost Stock and Transfer Books in ND

Issue: Under North Dakota law, what shall a corporation do with minority shares when the shareholders of record are not found?

Area of Law: Corporate & Securities
Keywords: Record of stock ownership; Stock and transfer list; Affidavit
Jurisdiction: North Dakota
Cited Cases: None
Cited Statutes: N.D. Cent. Code § 10-29-01, § 10-29-02, § 10-29-04
Date: 12/01/2008

Chapter 10-29 of the North Dakota Business Corporation Act provides that, upon an affidavit of the corporate secretary filed with the Secretary of State that the stock and transfer books of the corporation have been lost and that the names and addresses of the stockholders are unknown, or showing that the records of stock ownership are incomplete and it is impracticable for the corporation to function without a determination with respect thereto, the Secretary of State shall authorize the corporation to publish a notice (one a week for four successive weeks in a newspaper of general circulation in the county where the corporation has its principal office) and provide written notice to stockholders at their last known address stating that on a date specified, which shall not be less than six months from the date of first publication, all stockholders shall register their shares with the corporation.  N.D. Cent. Code § 10-29-01 (emphasis added).  If the corporate secretary is unable to act or if the corporation has no secretary, any other officer or director, or if there is no officer or director, any shareholder, may execute the affidavit.  Id.

The stockholders are then entitled to register their shares with the corporation by presentation of their share certificates or other evidence to the corporation.  The secretary of the corporation, or other officer or director thereof, must then register the shares and create a new stock and transfer list.  Id. § 10-29-02.

At the expiration of the time fixed in the […]

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