North Dakota Code 10-32.1-58 – Filings required for a merger or exchange – Effective date
1. After each constituent organization has approved a plan of merger or exchange, articles of merger or exchange must be signed on behalf of:
Terms Used In North Dakota Code 10-32.1-58
- 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
- Property: includes property, real and personal. 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. Each constituent limited liability company, as provided in subsection 47 of section 10-32.1-02; and
b. Each other constituent organization, as provided in its governing statute.
2. Articles of merger under this section must include:
a. The name and form of each constituent organization and the jurisdiction of its governing statute; b. The name and form of the surviving organization, the jurisdiction of its governing statute, and, if the surviving organization is created by the merger, then a statement to that effect; c. The date the merger is effective under the governing statute of the surviving organization; d. If the surviving organization is to be created by the merger:
(1) If it will be a limited liability company, then the articles of organization of the company; or
(2) If it will be an organization other than a limited liability company, then the organizational document that creates the organization that is in a public record; e. If the surviving organization pre-exists the merger, then any amendments provided for in the plan of merger for the organizational document that created the organization that are in a public record; f. A statement as to each constituent organization that the merger was approved as required by the governing statute of the organization; g. If the surviving organization is a foreign organization not authorized to transact business in this state, then the address of an office that the secretary of state may use for the purposes of subsection 2 of section 10-32.1-59; and
h. Any additional information required by the governing statute of any constituent organization.
3. Articles of exchange under this section must include:
a. The name and form of each constituent organization and the jurisdiction of its governing statute; b. The manner and basis of exchanging the ownership interests to be acquired for securities of, or other ownership interests in, the acquiring organization or any other organization or, in whole or part, for money or other property; c. The date the exchange is effective under the governing statute of the acquiring organization; d. A statement as to each constituent organization that the exchange was approved as required by the governing statute of the organization; and
e. Any additional information required by the governing statute of any constituent organization.
4. The articles of merger or exchange, together with the fees provided in section 10-32.1-92, shall be filed with the secretary of state.
5. With respect to the effective date of merger or exchange:
a. A merger becomes effective under sections 10-32.1-55 through 10-32.1-59 and 10-32.1-71:
(1) If the surviving organization is a limited liability company, then upon the later of:
(a) Compliance with subsection 4; or
(b) Subject to subsection 3 of section 10-32.1-86, the effective date specified in the articles of merger; or
(2) If the surviving organization is not a limited liability company, then as provided by the governing statute of the surviving organization.
b. An exchange becomes effective under sections 10-32.1-55 through 10-32.1-58, 10-32.1-60, and 10-32.1-71 upon the later of: (1) Compliance with subsection 4; or
(2) Subject to subsection 3 of section 10-32.1-86, the effective date specified in the articles of exchange.