North Dakota Code 10-33-89 – Abandonment
1. After a plan of merger or consolidation has been approved by each constituent corporation under section 10-33-87 and before the effective date of the plan, it may be abandoned:
Terms Used In North Dakota Code 10-33-89
- Contract: A legal written agreement that becomes binding when signed.
- 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.
- Person: means an individual, organization, government, political subdivision, or government agency or instrumentality. 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
a. If each constituent corporation has approved the abandonment at a meeting: (1) By a majority of the members with voting rights voting on the issue; or
(2) If the corporation does not have voting members, by a majority of all directors; or
b. If the plan itself provides for abandonment and the conditions for abandonment in the plan are met.
2. A plan of merger or consolidation may be abandoned after it has been approved by each constituent corporation and before the effective date of the plan, by a resolution approved by a majority of all directors of the constituent corporation abandoning the plan of merger or consolidation, subject to the contract rights of any other person under the plan.
3. If articles of merger or consolidation have been filed with the secretary of state, but have not yet become effective, articles of abandonment that comply with subsection 4 must be filed with the secretary of state by:
a. The constituent corporations, in the case of abandonment under subdivision a of subsection 1; b. The constituent corporations or any one of them, in the case of abandonment under subdivision b of subsection 1; or
c. The abandoning corporation in the case of abandonment under subsection 2.
4. The articles of abandonment must contain:
a. The names of the constituent corporations; b. The provision of this section under which the plan is abandoned; and
c. If the plan is abandoned under subsection 2, the text of the resolution approved by the directors abandoning the plan.