North Dakota Code 45-21-05 – (905) Merger of partnerships
1. Pursuant to a plan of merger approved as provided in subsection 3, a partnership may be merged with one or more other organizations.
Terms Used In North Dakota Code 45-21-05
- 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
- Property: includes property, real and personal. See North Dakota Code 1-01-49
- Statute: A law passed by a legislature.
2. The plan of merger must set forth:
a. The name of:
(1) The partnership; (2) Each other constituent organization proposing to merge; and
(3) The surviving organization into which the other organizations will merge; b. The status of each partner; c. The terms and conditions of the merger; d. The manner and basis of converting the ownership interests of each constituent organization into ownership interests or obligations of the surviving organization, or into money or other property in whole or part; and
e. The street address of the principal executive office of the surviving organization.
3. The plan of merger must be approved:
a. In the case of a partnership that is a party to the merger, by all of the partners, or a number or percentage specified for merger in the partnership agreement; and
b. In the case of a constituent organization other than a partnership that is a party to the merger, by the vote required for approval of a merger by the governing statute of the constituent organization in the jurisdiction in which the constituent organization is organized.
4. After a plan of merger is approved and before the merger takes effect, the plan may be amended or abandoned as provided in the plan.
5. The merger takes effect on the later of:
a. The approval of the plan of merger by all constituent organizations, as provided in subsection 3; b. The filing of all records required by law to be filed as a condition to the effectiveness of the merger; or
c. Any effective date specified in the plan of merger.