North Dakota Code 45-21-01 – (901) Definitions – Conversions and mergers
For the purposes of this chapter, unless the context otherwise requires:
Terms Used In North Dakota Code 45-21-01
- Corporation: A legal entity owned by the holders of shares of stock that have been issued, and that can own, receive, and transfer property, and carry on business in its own name.
- following: when used by way of reference to a chapter or other part of a statute means the next preceding or next following chapter or other part. See North Dakota Code 1-01-49
- Jurisdiction: (1) The legal authority of a court to hear and decide a case. Concurrent jurisdiction exists when two courts have simultaneous responsibility for the same case. (2) The geographic area over which the court has authority to decide cases.
- Organization: includes a foreign or domestic association, business trust, corporation, enterprise, estate, joint venture, limited liability company, limited liability partnership, limited partnership, partnership, trust, or any legal or commercial entity. See North Dakota Code 1-01-49
- Partnership: A voluntary contract between two or more persons to pool some or all of their assets into a business, with the agreement that there will be a proportional sharing of profits and losses.
- Partnership: includes a limited liability partnership registered under chapter 45-22. See North Dakota Code 1-01-49
- State: when applied to the different parts of the United States, includes the District of Columbia and the territories. See North Dakota Code 1-01-49
1. “Certificate of creation” means:
a. A certificate of incorporation, if the converted organization is a corporation deemed to be incorporated under chapter 10-19.1; b. A certificate of organization, if the converted organization is a limited liability company deemed to be organized under chapter 10-32.1; c. A certificate of limited partnership, if the converted organization is a limited partnership deemed to be formed under chapter 45-10.2; d. The filed registration, if the converted organization is a limited liability partnership deemed to be established under chapter 45-22; or
e. A certificate of limited liability limited partnership, if the converted organization is a limited liability limited partnership deemed to be formed under chapter 45-23.
2. “Constituent organization” means an organization that is party to a merger.
3. “Constituent partnership” means a constituent organization that is a partnership.
4. “Converted organization” means the organization into which a converting organization converts pursuant to sections 45-21-01 through 45-21-07.1.
5. “Converting organization” means an organization that converts into another organization pursuant to sections 45-21-01 through 45-21-07.1.
6. “Converting partnership” means a converting organization that is a partnership.
7. “Date of origin” means the date on which:
a. A corporation that is:
(1) The converting organization was incorporated; or
(2) The converted organization is deemed to be incorporated; b. A limited liability company that is:
(1) The converting organization was organized; or
(2) The converted organization is deemed to be organized; c. A general partnership that is the converting organization was formed; d. A general partnership that is the converted organization was formed; e. A limited partnership that is:
(1) The converting organization was formed; or
(2) The converted organization is deemed to be formed; f. A limited liability partnership that is:
(1) The converting organization was established; or
(2) The converted organization is deemed to be established; and g. A limited liability limited partnership that is:
(1) The converting organization was formed; or
(2) The converted organization was deemed to be formed.
8. “Filed registration” means the registration of a limited liability partnership that has been filed with the secretary of state.
9. “General partner” means a partner in a partnership and a general partner in a limited partnership.
10. “General partnership” means an organization formed by two or more persons under chapters 45-13 through 45-21.
11. “Governing statute” means:
a. With respect to a domestic organization, the following chapters of this code which govern the internal affairs of the organization:
(1) If a corporation, then chapter 10-19.1; (2) If a limited liability company, then chapter 10-32.1; (3) If a limited partnership, then chapter 45-10.2; (4) If a general partnership, then chapters 45-13 through 45-21; (5) If a limited liability partnership, then chapter 45-22; and
(6) If a limited liability limited partnership, then chapter 45-23; and
b. With respect to a foreign organization, the laws of the jurisdiction under which the organization is created and under which the internal affairs of the organization are governed.
12. “Limited partner” means a limited partner in a limited partnership.
13. “Limited partnership” means a partnership that is formed by two or more persons under chapter 45-10.2, predecessor law, or comparable law of another jurisdiction and which has one or more general partners and one or more limited partners.
14. “Organizational records” means for an organization that is:
a. A corporation, its articles of incorporation and bylaws; b. A limited liability company, its articles of organization, operating agreement or bylaws, and any member-control agreement; c. A limited partnership, its partnership agreement; d. A general partnership, its partnership agreement; e. A limited liability partnership, its partnership agreement; or
f. A limited liability limited partnership, its partnership agreement.
15. “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; or
e. A limited liability limited partnership, its certificate of limited liability limited partnership.
16. “Ownership interest” means for an organization which is:
a. A corporation, its shares; b. A limited liability company, its membership interests; c. A limited partnership, its partnership interests; d. A general partnership, its partnership interests; e. A limited liability partnership, its partnership interests; or
f. A limited liability limited partnership, its partnership interests.
17. “Partner” includes both a general partner and a limited partner.
18. “Surviving organization” means an organization into which one or more other organizations are merged and which:
a. May pre-exist the merger; or
b. Be created by the merger.