North Dakota Code 10-19.1-103 – Merger or exchange with foreign organization
1. A domestic corporation may merge with, including a merger pursuant to section 10-19.1-100, or participate in an exchange with a foreign organization by following the procedures set forth in this section, if:
Terms Used In North Dakota Code 10-19.1-103
- 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.
- following: when used by way of reference to a chapter or other part of a statute means the next preceding or next following chapter or other part. See North Dakota Code 1-01-49
- Obligation: An order placed, contract awarded, service received, or similar transaction during a given period that will require payments during the same or a future period.
- 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
- Process: means a writ or summons issued in the course of judicial proceedings. See North Dakota Code 1-01-49
- Service of process: The service of writs or summonses to the appropriate party.
- 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 a merger, the merger is permitted by its governing statute.
b. With respect to an exchange, the constituent organization whose ownership interests will be acquired is a domestic organization, regardless of whether the exchange is permitted by its governing statute.
2. Each domestic corporation shall comply with the provisions of sections 10-19.1-96 through 10-19.1-103 with respect to the merger or exchange of ownership interests 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 corporation, then the organization shall comply with this chapter.
4. If the surviving organization in a merger will be a foreign organization and will transact business in this state, then the organization shall comply with the provisions of its governing statute. In every case, the surviving foreign organization shall file with the secretary of state:
a. An agreement that it 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 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 organization will promptly pay to the dissenting owners of ownership interests of each domestic constituent organization the amount, if any, to which they are entitled under its governing statute.