1.    If the converting organization is a partnership, then:

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Terms Used In North Dakota Code 45-21-03

  • Amendment: A proposal to alter the text of a pending bill or other measure by striking out some of it, by inserting new language, or both. Before an amendment becomes part of the measure, thelegislature must agree to it.
  • 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
  • Statute: A law passed by a legislature.

a.    A plan of conversion must be consented to by all of the partners of a converting partnership.

b.    Subject to any contractual rights, after a conversion is approved, and at any time before a filing is made under section 45-21-04, a converting partnership may amend the plan or abandon the planned conversion:

(1) As provided in the plan; and

(2) Except as prohibited by the plan, by the same consent as was required to approve the plan.

2.    If the converting organization is not a partnership, then the approval and the amendment of the plan of conversion must comply with the governing statute in effecting the conversion.