North Dakota Code 45-10.2-98 – Abandonment of conversion
1. If the articles of conversion have not been filed with the secretary of state, and:
Terms Used In North Dakota Code 45-10.2-98
- 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
- Statute: A law passed by a legislature.
a. If the converting organization is a limited partnership, then subject to section 45-10.2-104 and any contractual rights, after a conversion is approved, and at any time before the effective date of the plan, a converting limited partnership may abandon the planned conversion:
(1) As provided in the plan; and
(2) Except as provided otherwise by the plan, by the same consent as was required to approve the plan.
b. If the converting organization is not a limited partnership, then the abandonment of the plan of conversion must comply with its governing statute.
2. If articles of conversion have been filed with the secretary of state, but have not yet become effective, then the converting organization shall file with the secretary of state articles of abandonment that contain:
a. The name of the converting organization; b. The provision of this section under which the plan is abandoned; and c. If the plan is abandoned:
(1) By the consent of all of the partners, then the text of the resolution abandoning the plan; or
(2) As provided in the plan, then a statement that the plan provides for abandonment and that all conditions for abandonment set forth in the plan are met.