CHAPTER 24-13
CORPORATE REGISTRATION

24-13-1 Information required.

(A)    Information required. A tribal corporation shall once each calendar year file with the Tribal Secretary a registration containing:

(1)    The name of the corporation;

(2)    The address of its principal executive office, if different from the registered office address;

(3)    The address of its registered office;

(4)    The name of its registered agent;

(5)    The name and business address of the officer or other person exercising the principal functions of the chief executive officer of the corporation; and

(6)    The signature of a person authorized to sign the registration on behalf of the corporation.

(B)    Information public. The information required by Section 24-13-1 (A) is public data.

(C)    Loss of good standing. A corporation that fails to file a registration pursuant to the requirements of Section 24-13-1 (A) loses its good standing. The corporation may regain its good standing by filing a single annual registration and paying a $25.00 fee.

(D)    Notice of repeated violation. If a corporation fails for three consecutive years to file a registration pursuant to the requirements of Section 24-13-1 (A), the Tribal Secretary shall give notice by first class mail to the corporation at its registered office that it has violated this Section and is subject to dissolution by the office of the Tribal Secretary if the delinquent registration is not filed pursuant to Section 24-13-1 (A) and the $25.00 fee paid within 60 days after the mailing of the notice. For purposes of this subdivision, delinquent registrations means a single annual registration.

(E)    Penalty.

(1)    A corporation that has failed for three consecutive years to file a registration pursuant to the requirements of subdivision 1, has been notified of the failure pursuant to subdivision 4, and has failed to file the delinquent registration during the 60 day period described in Section 24-13-1 (D), shall be dissolved by the Tribal Secretary as described in paragraph (2).

(2)    Immediately after the expiration of the 60-day period described in paragraph (a), if the corporation has not filed the delinquent registration, the Tribal Secretary shall issue a certificate of involuntary dissolution, and a copy of the certificate shall be filed in the office of the Tribal Secretary. The original certificate shall be sent to the registered office of the corporation. The Tribal Secretary shall annually inform the Tribal Council and the Tribal Finance Director of the names of corporations dissolved under this section during the preceding year. A corporation dissolved in this manner is not entitled to the benefits of Section 24-11-19. The liability, if any, of the shareholders of a corporation dissolved in this manner shall be determined and limited in accordance with Section 24-9-6, except that the shareholders shall have no liability to any director of the corporation under Section 24-9-7 (B).

(F)    Reinstatement. A corporation may retroactively reinstate its corporate existence after statutory dissolution by filing a single annual registration and paying a $25.00 fee. Filing the annual registration with the Tribal Secretary:

(1)    Returns the corporation to active status as of the date of the statutory dissolution;

(2)    Validates contracts or other acts within the authority of the articles, and the corporation is liable for those contracts or acts; and

(3)    Restores to the corporation all assets and rights of the corporation and its shareholders to the extent they were held by the corporation and its shareholders before the statutory dissolution occurred, except to the extent that assets or rights were affected by acts occurring after the dissolution or sold or otherwise distributed after that time.