North Dakota Code 10-19.1-101 – Abandonment of plan of merger or exchange
1. After a plan of merger or exchange is approved by the owners entitled to vote on the approval of the plan as provided in section 10-19.1-98 and before the effective date of the plan, the plan may be abandoned:
Terms Used In North Dakota Code 10-19.1-101
- Contract: A legal written agreement that becomes binding when signed.
- Corporation: A legal entity owned by the holders of shares of stock that have been issued, and that can own, receive, and transfer property, and carry on business in its own name.
- 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
- Person: means an individual, organization, government, political subdivision, or government agency or instrumentality. 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. With respect to the approval of the abandonment:
(1) If the owners of the ownership interests of each of the constituent organizations entitled to vote on the approval of the plan as provided in section 10-19.1-98 have approved the abandonment at a meeting by the affirmative vote of the owners of a majority of the voting power of the ownership interests entitled to vote; (2) If the owners of a constituent organization are not entitled to vote on the approval of the plan under section 10-19.1-98, the governing body of the constituent organization has approved the abandonment by the affirmative vote required by section 10-19.1-46 in the case of a domestic corporation or by its governing statute in the case of any other organization; and
(3) If the merger or exchange is with a foreign organization, then if abandonment is approved in the manner as may be required by the governing statute of the foreign organization; b. If the plan itself provides for abandonment and all conditions for abandonment set forth in the plan are met; or
c. Pursuant to subsection 2.
2. If articles of merger are not filed with the secretary of state and the plan is to be abandoned or if a plan of exchange is to be abandoned before the effective date of the plan, then a resolution by the governing body of any constituent organization abandoning the plan of merger or exchange may be approved by the affirmative vote of the governing body required by section 10-19.1-46 in the case of a domestic corporation or by its governing statute in the case of any other organization, subject to the contract rights of any other person under the plan.
3. If articles of merger are filed with the secretary of state, but are not yet effective, the constituent organizations, in the case of abandonment under paragraph 1 of subdivision a of subsection 1, then the constituent organization or any one of them under paragraph 2 of subdivision a of subsection 1, as the abandoning constituent organization in the case of abandonment under subsection 2, shall file with the secretary of state, with the fees provided in section 10-19.1-147, articles of abandonment that contain:
a. The names of the constituent organizations; b. The provision of this section under which the plan is abandoned; and
c. The text of the resolution approved by the affirmative vote of a majority of the directors present abandoning the plan.
4. If the certificate of merger is issued, then the governing body shall surrender the certificate to the secretary of state upon filing the articles of abandonment.