North Dakota Code § 10-31-12

Death of last or only shareholder - Amendment of articles of incorporation -
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Involuntary dissolution.
1. In the event of the death of the last or only shareholder of a professional corporation 
whose shares pass to heirs by intestate succession, to devisees under a last will and 
testament, or otherwise pass by operation of law to an individual not legally qualified to 
render the professional services which the professional corporation was incorporated 
to perform, the heirs, devisees, or personal representative of the deceased 
shareholder, within six months after the date of death of the last or only shareholder, 
may amend the articles of incorporation to provide that the corporation must continue 
as a corporation under chapter 10-19.1.
2. The death of the last or only shareholder of a professional corporation and the failure 
of the heirs, devisees, or personal representative to make an amendment within six 
months after the death is a ground for the involuntary dissolution of the professional 
corporation.
3. When notified of the facts, the secretary of state shall certify immediately the facts to 
the attorney general who shall take immediate appropriate action to dissolve the 
professional corporation.

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