FAQs

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 Record Search. 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If the cooperative association is no longer active, the Secretary of State can do a search of archived records to see if it was dissolved, or whether it merged into another organization.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.

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, Discover, or American Express), 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

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, Discover, or American Express) 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

No. The annual reports of a cooperative association will disclose the names of the officers and directors.

Only one. Send two copies if the filer wants a copy bearing the filing stamp.

No. A cooperative association maintains its bylaws.

A cooperative shall maintain in North Dakota either a registered agent or its principal office.

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.

The Secretary of State does not supply stock certificate forms. Consult a printer.

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.

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.

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.

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.

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.

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 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.