North Dakota Code 45-21-04 – (904) Statement of conversion
1. Upon receiving the approval required by section 45-21-03, a statement of conversion must be prepared in a record that must contain:
Terms Used In North Dakota Code 45-21-04
- 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
- Statute: A law passed by a legislature.
a. A statement that the converting organization is being converted into another organization, including:
(1) The name of the converting organization immediately before the filing of the statement of conversion; (2) The name to which the name of the converting organization is to be changed, which must be a name that satisfies the laws applicable to the converted organization; (3) The form of organization that the converted organization will be; and
(4) The jurisdiction of the governing statute of the converted organization; b. A statement that the plan of conversion has been approved by the converting organization as provided in section 45-21-03; c. A statement that the plan of conversion has been approved as required by the governing statute of the converted organization; d. The plan of conversion without organizational records; e. A copy of the originating record of the converted organization; and
f. If the converted organization is a foreign organization not authorized to transact business or conduct activities in this state, then the street and mailing address of an office which the secretary of state may use for the purposes of subsection 4 of section 45-21-04.2.
2. The statement of conversion must be signed on behalf of the converting organization and filed with the secretary of state.
a. If the converted organization is a domestic organization, then:
(1) The filing of the statement of conversion must also include the filing with the secretary of state of the originating record of the converted organization.
(2) Upon both the statement of conversion and the originating record of the converted organization being filed with the secretary of state, the secretary of state shall issue a certificate of conversion and the appropriate certificate of creation to the converted organization or its legal representative.
b. If the converted organization is a foreign organization:
(1) That is transacting business or conducting activities in this state, then:
(a) The filing of the statement of conversion must include the filing with the secretary of state of an application for certificate of authority by the converted organization.
(b) Upon both the statement of conversion and the application for a certificate of authority by the converted organization being filed with the secretary of state, the secretary of state shall issue a certificate of conversion and the appropriate certificate of authority to the converted organization or the legal representative.
(2) That is not transacting business or conducting activities in this state, then upon the statement of conversion being filed with the secretary of state, the secretary of state shall issue the appropriate certificate of conversion to the converted organization or its legal representative.
3. A converting organization that is the owner of a trademark or trade name, is a general partner named in a fictitious name certificate, is a general partner in a limited partnership or a limited liability limited partnership, or is a managing partner of a limited liability partnership that is on file with the secretary of state must change or amend the name of the converting organization to the name of the converted organization in each registration when filing the statement of conversion.