10-06.1 Corporate or Limited Liability Company Farming - North Dakota Statutes

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CHAPTER 10-06.1CORPORATE OR LIMITED LIABILITY COMPANY FARMING10-06.1-01.Definitions.For the purposes of this chapter, unless the language orcontext clearly indicates that a different meaning is intended:1."Farming or ranching" means cultivating land for production of agricultural crops or
livestock, or the raising or producing of livestock or livestock products, poultry or
poultry products, milk or dairy products, or fruit or horticultural products. It does not
include production of timber or forest products, nor does it include a contract
whereby a processor or distributor of farm products or supplies provides grain,
harvesting, or other farm services.2."Farming or ranching corporation" means a farm or ranch corporation, joint-stock
company, or association which, at all times, complies with the requirements of this
chapter.3."Farming or ranching limited liability company" means a farm or ranch limited liability
company which, at all times, complies with the requirements of this chapter.4."Nonprofit organization" means an organization or trust that has tax-exempt status
under at least one of the following sections of the Internal Revenue Code:a.An organization that was in existence on December 31, 1984, and that is
organized and operated exclusively for religious, charitable, scientific, testing
for public safety, literary, or educational purposes, or for the prevention of
cruelty to children or animals under section 501(c)(3), or is a domestic fraternal
organization under section 501(c)(10).b.A charitable, religious, educational, or scientific organization classified as either
a private foundation or as a public charity having status as an organization
described in section 509(a)(1) or (3).c.A trust described in section 4947 for which a deduction is allowable
under section 170.10-06.1-02. Farming or ranching by corporations and limited liability companiesprohibited. All corporations and limited liability companies, except as otherwise provided in this
chapter, are prohibited from owning or leasing land used for farming or ranching and from
engaging in the business of farming or ranching. A corporation or a limited liability company may
be a partner in a partnership that is in the business of farming or ranching only if that corporation
or limited liability company complies with this chapter.10-06.1-03. Retention of mineral interests prohibited. For land and minerals acquiredafter July 1, 1985, any corporation or limited liability company that acquires mineral interests
through foreclosure or in lieu of foreclosure which were not specifically valued at the time the
security interest in the minerals was acquired, and which is prohibited from owning or leasing
land used in farming or ranching, is prohibited from retaining mineral interests in land used for
farming or ranching when the corporation or limited liability company divests itself of the land,
and the mineral interests must be passed with the surface estate of the land when the
corporation or limited liability company divests itself of the land under this chapter.10-06.1-04.Conversion of corporations.A business corporation organized underchapter 10-19.1 may convert to a farming or ranching corporation by adopting an amendment to
its articles of incorporation which specifies that the corporation elects to be subject to this chapter
and by complying with all requirements of this chapter. The amendment must be filed with the
secretary of state with the prescribed fee and with the initial report required by section
10-06.1-15.A farming or ranching corporation may convert to a business corporation byPage No. 1adopting an amendment to its articles of incorporation. The amendment must be filed with the
secretary of state with the prescribed fee. The amendment must be accompanied by a report
outlining the information, as of the date of the amendment, which is required under section
10-06.1-17, and the manner in which the corporation has divested itself of its owned or leased
land holdings and its business of farming or ranching.10-06.1-05. Conversion of limited liability company. A domestic business limitedliability company organized under chapter 10-32 may convert to a farming or ranching limited
liability company by adopting an amendment to its articles of organization which specifies that
the limited liability company elects to be subject to this chapter and by complying with all
requirements of this chapter. The amendment must be filed with the secretary of state with the
prescribed fee and with the initial report required by section 10-06.1-15. A farming or ranching
limited liability company may convert to a domestic business limited liability company by adopting
an amendment to its articles of organization. The amendment must be filed with the secretary of
state with the prescribed fee. The amendment must be accompanied by a report outlining the
information, as of the date of the amendment, which is required under section 10-06.1-17 and the
manner in which the limited liability company has divested itself of its owned or leased land
holdings and its business of farming or ranching.10-06.1-06. Surface coal mining - Exception. A corporation or limited liability companynot engaged in the business of farming or ranching may own or lease lands used for farming or
ranching, when the business of such a corporation or limited liability company is the conducting
of surface coal mining operations or related energy conversion, and when the owning or leasing
of lands used for farming or ranching is reasonably necessary in the conduct of the business of
surface coal mining or related energy conversion. When the necessity for owning or leasing of
lands used for farming or ranching no longer exists, the exception provided in this section ceases
and the corporation or limited liability company owning or leasing such lands is subject to this
chapter.10-06.1-07.Industrial and business purpose exception.A corporation or limitedliability company that is not engaged in the business of farming or ranching may own or lease
land used for farming or ranching when the land is necessary for residential or commercial
development; the siting of buildings, plants, facilities, industrial parks, or similar business or
industrial purposes of the corporation or limited liability company; or for uses supportive of or
ancillary to adjacent nonagricultural land for the benefit of both land parcels. The farmland or
ranchland while not being immediately used for any purpose of the corporation or limited liability
company must be available to be leased by persons who farm or ranch as sole proprietorships or
partnerships, or by corporations or limited liability companies allowed to engage in farming or
ranching under section 10-06.1-12.10-06.1-08. Cooperative corporations allowed to engage in the business of farmingor ranching - Requirements.This chapter does not prohibit cooperative corporations,seventy-five percent of whose members or shareholders are actual farmers or ranchers residing
on farms or ranches or depending principally on farming or ranching for their livelihood, from
acquiring real estate and engaging in cooperative farming or ranching.10-06.1-09.Certain nonprofit organizations or trusts may own or lease land -Certain nonprofit organizations may continue farming or ranching - Restriction on
acquisition and ownership of land.1.A nonprofit organization or a trust for the benefit of an individual or a class of
individuals related within the degrees of kinship specified in subsection 2 of section
10-06.1-12 may own or lease farmland or ranchland if that land is leased to a person
who farms or ranches the land as a sole proprietorship or partnership, or a
corporation or limited liability company allowed to engage in farming or ranching
under section 10-06.1-12.2.To the extent farming or ranching is essential to a nonprofit organization's charitable
purposes, a nonprofit organization actively engaged in the business of farming orPage No. 2ranching in this state on January 1, 1983, may continue to engage in the business of
farming or ranching without interruption after January 1, 1983.3.A nonprofit organization that owned farmland or ranchland for the preservation of
unique historical, archaeological, or environmental land before January 1, 1983, may
continue ownership of that land without interruption after January 1, 1983.Anorganization that is holding land for scenic preservation shall either prohibit all
hunting, or if any parcel of the land is open to hunting, it must be open to hunting by
the general public.10-06.1-10.Acquisition of certain farmland or ranchland by certain nonprofitorganizations. A nonprofit organization may acquire farmland or ranchland only in accordance
with the following:1.Unless it is permitted to own farmland or ranchland under section 10-06.1-09, the
nonprofit organization must have been either incorporated in this state or issued a
certificate of authority to do business in this state before January 1, 1985, or, before
January 1, 1987, have been incorporated in this state if the nonprofit organization
was created or authorized under Public Law No. 99-294 [100 Stat. 418]. A nonprofit
organization created or authorized under Public Law No. 99-294 [100 Stat. 418]
may acquire no more than twelve thousand acres [4856.228 hectares] of land from
interest derived from state, federal, and private sources held in its trust fund.2.The land may be acquired only for the purpose of conserving natural areas and
habitats for biota, and, after acquisition:a.The land must be maintained and managed for the purpose of conserving
natural area and habitat for biota.b.Any agricultural use of the land is in accordance with the management of the
land for conservation and agricultural use, and is by a sole proprietorship or
partnership, or a corporation or limited liability company allowed to engage in
farming or ranching under section 10-06.1-12.c.If any parcel of the land is open to hunting, it must be open to hunting by the
general public.d.The nonprofit organization must fully comply with all state laws relating to the
control of noxious and other weeds and insects.e.The nonprofit organization must make payments in lieu of property taxes on the
property, calculated in the same manner as if the property was subject to full
assessment and levy of property taxes.f.All property subject to valuation must be assessed for the purpose of making
the payments under subdivision e in the same manner as other real property in
this state is assessed for tax purposes. Before June thirtieth of each year, the
county auditor of any county in which property subject to valuation is located
shall give written notice to the nonprofit organization and the tax commissioner
of the value placed by the county board of equalization upon each parcel of
property subject to valuation in the county.3.Before farmland or ranchland may be purchased by a nonprofit organization for the
purpose of conserving natural areas and habitats for biota, the governor must
approve the proposed acquisition. A nonprofit organization that desires to purchase
farmland or ranchland for the purpose of conserving natural areas and habitats for
biota shall first submit a proposed acquisition plan to the agriculture commissioner
who shall convene an advisory committee consisting of the director of the parks and
recreation department, the agriculture commissioner, the state forester, the directorPage No. 3of the game and fish department, the president of the North Dakota farmers union,
the president of the North Dakota farm bureau, the president of the North Dakota
stockmen's association, and the chairman of the county commission of any county
affected by the acquisition, or their designees. The advisory committee shall hold a
public hearing with the board of county commissioners concerning the proposed
acquisition plan and shall make recommendations to the governor within forty-five
days after receipt of the proposed acquisition plan. The governor shall approve or
disapprove any proposed acquisition plan, or any part thereof, within thirty days after
receipt of the recommendations from the advisory committee.4.Land acquired in accordance with this section may not be conveyed to the United
States or any agency or instrumentality of the United States.5.On failure to qualify to continue ownership under subsection 2, the land must be
disposed of within five years of that failure to qualify.10-06.1-11. Required divestiture of agricultural land. In addition to the divestiturerequirements of sections 10-06.1-10 and 10-06.1-24, a nonprofit corporation that acquires land
by gift or devise after December 31, 1984, the ownership of which is not permitted under this
chapter, shall divest itself of the land within ten years after the acquisition. For purposes of this
section, "ownership" means holding either fee or equitable title, unless fee title is held solely as
security for payment of the purchase price, or unless fee title does not carry with it the right to
immediate possession of the property. If the corporation fails to divest itself of the land within the
required time, the attorney general shall take action under section 10-06.1-24.10-06.1-12.Corporation or limited liability company allowed to engage in thebusiness of farming or ranching - Requirements. This chapter does not prohibit a domestic
corporation or a domestic limited liability company from owning real estate and engaging in the
business of farming or ranching, if the corporation meets all the requirements of chapter 10-19.1
or the limited liability company meets all the requirements of chapter 10-32 which are not
inconsistent with this chapter. The following requirements also apply:1.If a corporation, the corporation must not have more than fifteen shareholders. If a
limited liability company, the limited liability company must not have more than
fifteen members.2.Each shareholder or member must be related to each of the other shareholders or
members within one of the following degrees of kinship or affinity:parent, son,daughter, stepson, stepdaughter, grandparent, grandson, granddaughter, brother,
sister, uncle, aunt, nephew, niece, great-grandparent, great-grandchild, first cousin,
or the spouse of a person so related.3.Each shareholder or member must be an individual or one of the following:a.A trust for the benefit of an individual or a class of individuals who are related to
every shareholder of the corporation or member of the limited liability company
within the degrees of kinship or affinity specified in this section.b.An estate of a decedent who was related to every shareholder of the
corporation or member of the limited liability company within the degrees of
kinship or affinity specified in this section.4.A trust or an estate may not be a shareholder or member if the beneficiaries of the
trust or the estate together with the other shareholders or members are more than
fifteen in number.5.Each individual who is a shareholder or member must be a citizen of the United
States or a permanent resident alien of the United States.Page No. 46.If a corporation, the officers and directors of the corporation must be shareholders
who are actively engaged in operating the farm or ranch and at least one of the
corporation's shareholders must be an individual residing on or operating the farm or
ranch. If a limited liability company, the governors and managers of the limited
liability company must be members who are actively engaged in operating the farm
or ranch and at least one of its members must be an individual residing on or
operating the farm or ranch.7.An annual average of at least sixty-five percent of the gross income of the
corporation or limited liability company over the previous five years, or for each year
of its existence, if less than five years, must have been derived from farming or
ranching operations.8.The income of the corporation or limited liability company from nonfarm rent,
nonfarm royalties, dividends, interest, and annuities cannot exceed twenty percent of
the gross income of the corporation or limited liability company.10-06.1-13.Applicability of North Dakota Business Corporation Act.Chapter10-19.1 is applicable to farming or ranching corporations, which have the powers and privileges
and are subject to the duties, restrictions, and liabilities of other business corporations except
when inconsistent with the intent of this chapter. This chapter takes precedence in the event of
any conflict with the provisions of chapter 10-19.1.10-06.1-14. Applicability of North Dakota limited liability company laws. Chapter10-32, except those sections which pertain to foreign limited liability companies, is applicable to
farming or ranching limited liability companies, which have the powers and privileges and are
subject to the duties, restrictions, and liabilities of other business limited liability companies,
except when inconsistent with the intent of this chapter. This chapter takes precedence in the
event of any conflict with the provisions of chapter 10-32.10-06.1-15. Initial report - Shareholder and member requirements.1.Every farming or ranching corporation or limited liability company shall file an initial
report with its articles of incorporation.The report must be signed by theincorporators or organizers and must contain the following:a.The name of the corporation or limited liability company.b.With respect to each shareholder or member:(1)The name and address of each, including the names and addresses and
relationships of trusts and estates that own shares or membership
interests;(2)The number of shares or membership interests or percentage of shares
or membership interests owned by each;(3)The relationship of each;(4)A statement of whether each is a citizen or permanent resident alien of
the United States; and(5)A statement of whether each is actively engaged in operating the farm or
ranch, whether each resides on the farm or ranch, and whether each
depends principally on farming or ranching for a livelihood.c.With respect to management:Page No. 5(1)If a corporation, then the names and addresses of the officers and
members of the board of directors; or(2)If a limited liability company, then the names and addresses of the
managers and members of the board of governors.d.A statement listing the acreage [hectarage] and location listed by section,
township, range, and county of all land in the state owned or leased by the
corporation or limited liability company and used for farming or ranching.2.A corporation or a limited liability company may not commence farming or ranching
in this state until the secretary of state has received and filed the articles of
incorporation or articles of organization and the initial report required by this section.
The corporation or limited liability company shall furnish to the official county
newspaper of each county or counties in which any land is owned or leased by the
corporation or limited liability company a legal notice reporting the following:a.The name of the corporation or limited liability company and its shareholders or
members as listed in the initial report.b.A statement to the effect that the corporation or limited liability company has
reported that it owns or leases land used for farming or ranching in the county
and that a description of that land is available for inspection at the secretary of
state's office.10-06.1-16.Share and membership interest transfer records.Every corporationowning or leasing land used for farming or ranching or engaged in farming or ranching after
June 30, 1981, shall keep a record of transfers of shares or transfers of interests in the
corporation. Every limited liability company owning or leasing land used for farming or ranching
or engaged in farming or ranching shall keep a record of transfers of membership interests in the
limited liability company. If a corporation, the corporation's secretary shall cause to be recorded
in the record all transfers of shares or transfers of interests among and between the corporation
and its respective shareholders or holders of interest. If a limited liability company, the limited
liability company's secretary shall cause to be recorded in the record all transfers of membership
interests among and between the limited liability company and its respective members. The
record must contain at least the following: the names of the transferor and transferee, their
relationship, the date of the transfer and, if a corporation, the number of shares or the percentage
of interests transferred or, if a limited liability company, the number or percentage of membership
interests transferred.10-06.1-17. Annual report - Contents - Filing requirements. Before April sixteenth ofeach year, every corporation engaged in farming or ranching after June 30, 1981, and every
limited liability company engaged in farming or ranching shall file with the secretary of state an
annual report executed by the corporation's or limited liability company's president, vice
president, secretary, or treasurer. An annual report in a sealed envelope postmarked by the
United States postal service before the date provided in this section or an annual report in a
sealed packet with a verified shipment date by any other carrier service before the date provided
in this section meets the filing date requirement. An annual report must include the following
information with respect to the preceding calendar year:1.The name of the corporation or limited liability company.2.The name of the registered agent of the corporation or limited liability company as
provided in chapter 10-01.1 and, if a noncommercial registered agent, the address of
the registered office of the corporation or limited liability company in this state.3.With respect to each corporation:Page No. 6a.A statement of the aggregate number of shares the corporation has authority to
issue, itemized by classes, par value of shares, shares without par value, and
series, if any, within a class.b.A statement of the aggregate number of issued shares, itemized by classes,
par value of shares, shares without par value, and series, if any, within a class.4.With respect to each shareholder or member:a.The name and address of each, including the names and addresses and
relationships of beneficiaries of trusts and estates which own shares or
membership interests;b.The number of shares or membership interests or percentage of shares or
membership interests owned by each;c.The relationship of each;d.A statement of whether each is a citizen or permanent resident alien of the
United States; ande.A statement of whether at least one is an individual residing on or operating the
farm or ranch.5.With respect to management:a.If a corporation, then the names and addresses of the officers and members of
the board of directors; orb.If a limited liability company, then the names and addresses of the managers
and members of the board of governors.6.A statement listing the acreage [hectarage] and location listed by section, township,
range, and county of all land in the state owned or leased by the corporation or
limited liability company and used for farming or ranching. The statement must also
designate which, if any, of the acreage [hectarage] is leased from or jointly owned
with any shareholder or member and list the name of the shareholder or member
with that acreage [hectarage].7.A statement of the percentage of the annual average gross income of the
corporation or limited liability company which has been derived from farming or
ranching operations over the previous five years or for each year of existence if less
than five years.8.A statement of the percentage of gross income of the corporation or limited liability
company derived from nonfarm rent, nonfarm royalties, dividends, interest, and
annuities during the period covered by the report.9.A corporation engaged in farming which fails to file an annual report is subject to the
penalties provided in section 10-19.1-147 except that the penalties must be
calculated from the date of the report required by this section.10.A limited liability company engaged in farming which fails to file an annual report is
subject to the penalties provided in subsections 5 and 6 of section 10-32-149 except
that the penalties must be calculated from the date of the report required by this
section.10-06.1-18. Reports of corporations and limited liability companies not engaged infarming or ranching. Any business or nonprofit corporation and any limited liability companyPage No. 7not engaged in the business of farming or ranching which owns or leases a tract of land used for
farming or ranching which is larger than twenty acres [8.09 hectares] in size shall file with the
attorney general, within twelve months of any transaction involving the purchase, sale, or surface
leasing of such farmland or ranchland by that corporation or limited liability company, a report
containing all of the following information:1.The name of the corporation or limited liability company and its place of
incorporation or organization and, if a nonprofit corporation, a copy of its section
501(c)(3) exemption letter from the internal revenue service.2.The name of the registered agent of the corporation or limited liability company as
provided in chapter 10-01.1 and, if a noncommercial registered agent, then the
address of the noncommercial registered agent in this state.3.The acreage [hectarage] and location listed by section, township, range, and county
of all such land in the state owned or leased by the corporation or limited liability
company and used for farming or ranching.4.The date and method of acquisition or disposal of such farmland or ranchland.10-06.1-19. Exemption from certain disclosure and other requirements for certainorganizations. Sections 10-06.1-12, 10-06.1-15, 10-06.1-17, and 10-06.1-18 do not apply to
nonprofit organizations or to corporations or limited liability companies such as banks, trust
companies, or foundations serving in a fiduciary capacity as the personal representative or
trustee of an estate or trust for an individual described in subsection 2 of section 10-06.1-12.10-06.1-20.Failure to file report - Penalty.Every corporation or limited liabilitycompany which fails to file any report required under this chapter or willfully files false information
on any report required under this chapter is guilty of a class A misdemeanor.10-06.1-21. Secretary of state to transmit information of noncompliance.If thesecretary of state finds from the annual report that the corporation or limited liability company is
not in compliance with the requirements of section 10-06.1-12, the secretary of state shall
transmit such information to the attorney general and the governor.10-06.1-22. Tax commissioner to compare returns and reports. Each year the taxcommissioner shall select at random at least five percent of the income tax returns filed by
corporations or limited liability companies which report on income from farming or ranching
operations and shall compare such returns with the annual report required to be filed with the
secretary of state by section 10-06.1-17 and shall forward any apparent violations to the attorney
general and the governor.10-06.1-23. Attorney general to conduct random compliance program. Each yearthe attorney general shall select at random at least five percent of the total number of
corporations and limited liability companies authorized by this chapter for requests for information
to determine compliance with this chapter. For such purpose, the attorney general may request
affidavits, share transfer records, certified copies of marriage licenses, birth certificates, deeds,
leases, and such other records and documents necessary to determine compliance.10-06.1-24. Enforcement - Penalty.1.The recorder shall mail or deliver a copy of every instrument filed or recorded, within
thirty days after the instrument is recorded, to the attorney general if the instrument
documents evidence of a lease agreement or purchase agreement pursuant to
subsection 6 or 7 or if the instrument conveys the title to farmland or ranchland to a
corporation or limited liability company. The attorney general shall commence an
action in the district court of the county in which the substantial portion of farmland or
ranchland used in violation of this chapter is situated if the attorney general has
reason to believe that any person is violating this chapter. The attorney generalPage No. 8shall file for record with the recorder of each county in which any portion of the land
is located a notice of the pendency of the action. If the court finds that the land in
question is being held in violation of this chapter, or that a corporation or limited
liability company is conducting the business of farming or ranching in violation of this
chapter, the court shall enter an order so declaring. The attorney general shall file
any such order for record with the recorder of each county in which any portion of
the land is located. Thereafter, the corporation or limited liability company shall,
within the time set by the court not to exceed one year from the date of the court's
final order, divest itself of any farming or ranching land owned or leased by it in
violation of this chapter, and cease all farming or ranching operations. Except as
otherwise provided in subsection 10, any corporation or limited liability company that
fails to comply with the court's order is subject to a civil penalty not to exceed
twenty-five thousand dollars and may be dissolved or terminated by the secretary of
state.2.The divestment period is deemed to be a covenant running with the title to the land
against any corporate or limited liability company grantee, corporate or limited
liability company successor, or corporation or limited liability company assignee of
the corporation or limited liability company not authorized to do business under this
chapter.3.Any land not divested within the divestment period prescribed must be sold at public
sale in the manner prescribed by law for the foreclosure of real estate mortgage by
action. In addition, any prospective or threatened violation may be enjoined by an
action brought by the attorney general in the manner provided by law, including
enjoining the corporation or limited liability company from completing performance
on the remainder of any leasehold which is in violation of this chapter.4.Subject to the divestiture requirements of subsections 5, 6, and 7, a domestic or
foreign corporation or limited liability company may acquire farmland or ranchland as
security for indebtedness, by process of law in the collection of debts, or by any
procedure for the enforcement of a lien or claim thereon, whether created by
mortgage or otherwise.5.Unless retention of the farmland or ranchland is permitted under subsection 6 or 7,
all farmland or ranchland acquired as security for indebtedness, in the collection of
debts, or by the enforcement of a lien or claim shall be disposed of within three
years after acquiring ownership, if the acquisition would otherwise violate this
chapter.6.The disposition requirement does not apply to a corporation or limited liability
company that has acquired title to the land through the process of foreclosure of a
mortgage, or a deed from a mortgagor instead of a foreclosure, if, by the expiration
of one month after what is or what would have been the redemption period of the
mortgage if the mortgage had been foreclosed, that corporation or limited liability
company leases to the prior mortgagor from whom it was acquired, with an option to
purchase, and if documents evidencing the lease agreement have been filed with
the recorder of each county in which the land is located. A copy of a notice of lease
is sufficient evidence. The exemption in this subsection applies for only five years
and then only if the property has been appraised in accordance with subsection 8.
The annual lease payments required of the tenant may not exceed seven percent of
the appraised value.7.The disposition requirement does not apply to a corporation or limited liability
company that has acquired title to the land through the process of foreclosure of a
mortgage, or a deed from the mortgagor instead of foreclosure, if, by the expiration
of one month after what is or what would have been the redemption period of the
mortgage if the mortgage had been foreclosed, that corporation or limited liability
company contracts for the sale of the land to the prior mortgagor from whom it wasPage No. 9acquired, and if documents evidencing the purchase agreement have been filed with
the recorder of each county in which the land is located. A copy of a notice of the
contract for deed is sufficient evidence. An exemption under this subsection is valid
only if an appraisal has been made in accordance with subsection 8, and if it is valid,
the exemption is unlimited in duration. The sale price may not exceed the price
determined by the appraisers.8.If an appraisal is required, the appraisal must be made by three independent
appraisers, one selected by the corporation or limited liability company, one selected
by the prior mortgagor, and the third selected by the first two appraisers.9.If a corporation or limited liability company holds land pending divestiture, and the
holding is not otherwise governed by this section, the land must be leased to
persons actually engaged in farming or ranching and a disposal may not be to a
corporation or limited liability company unless ownership by that corporation or
limited liability company is authorized under this chapter.10.The civil penalty for a violation of section 10-06.1-10 may not exceed one hundred
thousand dollars.11.Except as provided in subsection 10, any corporation or limited liability company
continuing to violate this chapter is subject to a civil penalty not to exceed twenty-five
thousand dollars and may be dissolved or terminated by the attorney general in
accordance with the laws of this state.10-06.1-25. Private enforcement. This chapter may be enforced in the same manneras provided in section 10-06.1-24 by any corporation or limited liability company authorized to
engage in farming or ranching by this chapter or any resident of legal age of a county in which
the land owned or leased by a corporation or limited liability company in violation of this chapter
is located. If such action is successful, all costs of the action must be assessed against the
defendant and a reasonable attorney's fee must be allowed the plaintiff. If judgment is rendered
for the defendant, such costs and a reasonable attorney's fee for the defendant must be paid by
the plaintiff.10-06.1-26. Protection of minority shareholders. If a shareholder owns less than fiftypercent of the shares of a farming or ranching corporation doing business under this chapter, and
if the terms and conditions for the repurchase of those shares by the corporation or by the other
shareholders are not set forth in the bylaws or the instrument which transferred the shares to the
shareholder, or are not the subject of a shareholders' agreement or an agreement between that
shareholder and the corporation, then the disposition of such shares must be determined by this
section upon the withdrawal of the shareholder. Any shareholder who desires to withdraw from
the corporation shall first offer the shares for sale to the remaining shareholders in proportion to
the shares owned by them. If not all of the shareholders wish to purchase the shares, any one
shareholder may purchase all of the shares of the withdrawing shareholder. If no shareholder
desires to purchase the shares of a withdrawing shareholder, then the corporation may purchase
the shares.If the corporation chooses not to purchase the shares of the withdrawingshareholder, then the withdrawing shareholder may sell the shares to any other person eligible to
be a shareholder. If the withdrawing shareholder is unable to sell the shares to any other person
eligible to become a shareholder, then the withdrawing shareholder may bring an action in district
court to dissolve the corporation. Upon a finding that the withdrawing shareholder cannot sell the
shares at a fair price, the court shall enter an order directing that the corporation itself or any or
all of the remaining shareholders pro rata or otherwise shall have twelve months from the date of
the court's order to purchase the shares of the withdrawing shareholder at a fair price as
determined by the court and that if the shares of the withdrawing shareholder are not completely
purchased at said price, the corporation shall be dissolved and the assets of the corporation shall
be first used to pay all the liabilities of the corporation with the remaining net assets to be
distributed pro rata to the shareholders in proportion to their ownership of shares.For thepurpose of this section, a fair price for the shares of the withdrawing shareholder must bePage No. 10determined as though the shares were being valued for federal gift tax purposes under the
Internal Revenue Code.10-06.1-27. Protection of minority members. If a member owns less than fifty percentof the membership interest of a farming or ranching limited liability company doing business
under this chapter and if the terms and conditions for the repurchase of that membership interest
by the limited liability company or by the other members are not set forth in the bylaws, the
instrument that transferred the membership interest to the member, or are not the subject of a
member-control agreement or other agreement between that member and the limited liability
company, the disposition of the membership interest must be determined by this section upon
the withdrawal of the member. Any member who desires to withdraw from the limited liability
company shall first offer the membership interest for sale to the remaining members in proportion
to the membership interests owned by the remaining members. If not all of the members wish to
purchase the membership interest, any one member can purchase all of the membership interest
of the withdrawing member. If no member desires to purchase the membership interest of the
withdrawing member, the limited liability company may purchase the membership interest. If the
limited liability company chooses not to purchase the membership interest of the withdrawing
member, the withdrawing member may sell the membership interest to any other person eligible
to be a member. If the withdrawing member is unable to sell the membership interest to any
other person eligible to become a member, the withdrawing member may bring an action in
district court to terminate the limited liability company.Upon a finding that the withdrawingmember cannot sell the membership interest at a fair price, the court shall enter an order
directing that the limited liability company or any of the remaining members pro rata or otherwise,
have twelve months from the date of the court's order to purchase the membership interest of the
withdrawing member at a fair price as determined by the court and that if the membership
interest of the withdrawing member is not completely purchased at the fair price, the limited
liability company must be dissolved and the assets of the limited liability company must be first
used to pay all liabilities of the limited liability company with the remaining net assets to be
distributed pro rata to the members in proportion to the member's membership interest
ownership.For the purpose of this section, a fair price for the membership interest of thewithdrawing member must be determined as though the membership interest was being valued
for federal gift tax purposes under the Internal Revenue Code.Page No. 11Document Outlinechapter 10-06.1 corporate or limited liability company farming