North Dakota Code 45-10.2-100 – (1106) Merger
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:
Terms Used In North Dakota Code 45-10.2-100
- 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.
- 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
- Statute: A law passed by a legislature.
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.