North Dakota Code > Title 10 > Chapter 10-32 > § 10-32-107 - Merger or exchange with foreign limited liability company or foreign organization
Current as of: 2009
1. A limited liability company may merge with, including a merger pursuant to section 10-32-104, or participate in an exchange with a foreign organization by following the procedures set forth in this section, if:
a. With respect to a merger, the merger is permitted by its governing statute; and
b. With respect to an exchange, the constituent organization of which the ownership interests will be acquired is an organization, regardless of whether the exchange is permitted by its governing statute.
2. Each limited liability company shall comply with the provisions of this section and sections 10-32-100 through 10-32-106 with respect to the merger or exchange of ownership interests of organizations and each foreign organization shall comply with the applicable provisions of its governing statute.
3. If the surviving organization in a merger will be a domestic limited liability company, then the surviving organization shall comply with all the provisions of this chapter.
4. If the surviving organization in a merger will be a foreign organization and will transact business in this state, then the surviving organization shall comply with its governing statute. In every case, the surviving organization shall file with the secretary of state:
a. An agreement that the surviving organization may be served with process in this state in a proceeding for the enforcement of an obligation of a constituent organization and in a proceeding for the enforcement of the rights of a dissenting owner of an ownership interest of a constituent organization against the surviving foreign organization;
b. An irrevocable appointment of the secretary of state as the agent of the surviving organization to accept service of process in any proceeding, and an address to which process may be forwarded as provided in section 10-01.1-13; and
c. An agreement that the surviving foreign organization promptly will pay to the dissenting owners of ownership interests of each constituent organization the amount, if any, to which the dissenting owners are entitled under its governing statute.
North Dakota Laws: Limited Liability Companies
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