Summary — HB 1555 (North Dakota, 2025) — Statements of ownership filed with Secretary of State; penalty
Status: Introduced March 14, 2025. Second reading — failed to pass (yeas 3, nays 44).
Purpose / intent
- To require organizations that register with the North Dakota Secretary of State to disclose, at the time of registration, whether they are a “foreign organization of concern,” and to create enforcement paths and criminal penalties for willful false statements. The bill also includes related changes addressing reporting by foreign persons investing in agricultural land (section 47‑10.1‑05) in the committee version.
Key provisions
1. New filing requirement (new section to NDCC chapter 54‑09)
- Any organization required to register with the Secretary of State (e.g., articles of incorporation, articles of organization, certificate of authority, or other registration document) must concurrently file a statement certifying whether the organization is a “foreign organization of concern.”
- The statement must be filed simultaneously with the entity’s registration documents.
Referral and prosecution
- If the Secretary of State discovers a filing in which the statement of ownership was falsified and the filing also violates ND law (specifically section 47‑01‑09 or chapter 47‑10.1), the Secretary must forward the filing to the Attorney General.
- If the Attorney General determines a violation occurred, the Attorney General may prosecute in the district court of the county where the organization’s registered agent is located, or in Burleigh County.
Penalties
- A willful violation of the statement-of-ownership requirement is a class B misdemeanor under the bill.
- (Related committee language concerning agricultural filings would authorize civil penalties — see “Related provisions” below.)
Definitions (important for scope)
- “Foreign country of concern” is defined by reference to:
- A regime/government identified as a foreign adversary under 15 C.F.R. § 791.4(a), or
- A person or entity listed on the U.S. Treasury’s Office of Foreign Assets Control (OFAC) sanctions list.
- “Foreign organization of concern” means an organization domiciled or formed within a foreign country of concern.
Related provisions in committee report
- The committee report for HB 1555 also proposes amendments to NDCC § 47‑10.1‑05 (reporting by foreign persons investing in agricultural land):
- Requires foreign persons who must file reports under the federal Agricultural Foreign Investment Disclosure Act (AFIDA) to file a copy with the state agriculture commissioner and makes those reports public.
- Requires an annual report to the legislative management (by Sept. 1) with counts of filings and acres owned.
- Proposes a civil penalty of up to 25% of the fair market value of the person’s ownership interest for failure to file AFIDA reports; the Attorney General would bring collection actions in district court.
- The committee text also contains a repeal of § 47‑10.1‑05 that would take effect only if AFIDA is repealed federally (contingent effective date).
Who would be affected
- All entities required to register with the North Dakota Secretary of State (corporations, LLCs, foreign entities seeking authority, etc.) — they must now declare whether they are “foreign organizations of concern.”
- Secretary of State’s office: responsibility to receive statements and to forward suspected falsifications to the Attorney General.
- Attorney General: responsibility to investigate and prosecute referred cases.
- Agricultural landowners covered by chapter 47‑10.1 (if committee provisions or amendments were adopted): additional state filing, reporting, and penalty rules.
Procedural / timeline notes
- Filing is contemporaneous with initial registration documents.
- Enforcement proceeds after the Secretary of State’s referral and the Attorney General’s determination; prosecutions filed in district court (registered agent county or Burleigh County).
- As introduced, the bill passed through initial procedural steps but failed on second reading (3–44), so it did not become law in its presented form.
Implications and considerations
- The bill targets transparency about ownership and potential national‑security–related foreign influence by using federal lists (15 C.F.R. and OFAC) as references.
- Compliance burdens: new disclosure on formation/registration; potential criminal exposure (class B misdemeanor) for willful false statements.
- If agriculture‑related amendments were enacted, affected landowners could face significant civil penalties for failing to submit AFIDA copies to the state (up to 25% of fair market value as proposed in committee language).
