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N.D. Cent. Code § 45-10.2-100

(1106) Merger

Known as the North Dakota Uniform Limited Partnership Act

The act spans §§ 45–45 (119 sections).

1. A limited partnership may merge with one or more other constituent organizations pursuant to this section and sections 45-10.2-101 through 45-10.2-103 and a plan of merger, if:

a. The governing statute of each of the other organizations authorizes the merger;

b. The merger is not prohibited by the law of a jurisdiction that enacted any of those governing statutes; and c. Each of the other organizations complies with its governing statute in effecting the merger.

2. For the purposes of sections 45-10.2-100 through 45-10.2-103, "originating record" means for an organization that is:

a. A corporation, its articles of incorporation;

b. A limited liability company, its articles of organization;

c. A limited partnership, its certificate of limited partnership;

d. A limited liability partnership, its registration; and e. A limited liability limited partnership, its certificate of limited liability limited partnership.

3. A plan of merger must be in a record and must include:

a. The name and form of each constituent organization;

b. The name and form of the surviving organization and:

(1) If the surviving organization is to be created by the merger, then:

(a) A statement to that effect; and (b) Its organizational record; or (2) If the surviving organization is not to be created by the merger, then any amendments to be made to the organizational record of the surviving organization;

c. The terms and conditions of the merger;

d. The manner and basis for converting the interests in each constituent organization into any combination of money, interests in the surviving organization, and other consideration; and e. Any other provisions with respect to the proposed merger that are deemed to be necessary or desirable.

Official source: North Dakota Legislative Branch. Reproduced from public-domain North Dakota statutes; confirm against the official source for the current text. Not legal advice.