North Dakota Code 10-19.1-104.1 – Conversion
1. An organization other than a corporation may convert to a corporation, and a corporation may convert to another organization other than a general partnership as provided in this section and sections 10-19.1-104.2 through 10-19.1-104.6 and a plan of conversion, if:
Terms Used In North Dakota Code 10-19.1-104.1
- 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.
- 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
- 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.
- written: include "typewriting" and "typewritten" and "printing" and "printed" except in the case of signatures and when the words are used by way of contrast to typewriting and printing. See North Dakota Code 1-01-37
a. The governing statute of the other organization authorizes the conversion; b. The conversion is not prohibited by the law of the jurisdiction that enacted the governing statute; and
c. The other organization complies with its governing statute in effecting the conversion.
2. For the purposes of sections 10-19.1-104.1 through 10-19.1-104.6, unless the context otherwise requires:
a. “Act of the board” means action by the board as provided in section 10-19.1-46 whether:
(1) At a meeting of the board as provided in section 10-19.1-43; or
(2) By a written action of the board as provided in section 10-19.1-47.
b. “Act of the governing body” means action by the governing body of any organization, other than a domestic corporation, in the manner provided in the governing statute.
c. “Act of the owners” means action by the owners of an organization, other than a domestic corporation, in the manner provided in its governing statute.
d. “Act of the shareholders” means action by the shareholders as provided in section 10-19.1-74 whether:
(1) At a meeting of the shareholders as provided in sections 10-19.1-71 and 10-19.1-72; or
(2) By a written action of the shareholders as provided in section 10-19.1-75. e. “Certificate of creation” means:
(1) A certificate of incorporation, if the converted organization is a corporation deemed to be incorporated under this chapter; (2) A certificate of organization, if the converted organization is a limited liability company deemed to be organized under chapter 10-32.1; (3) A certificate of limited partnership, if the converted organization is a limited partnership deemed to be formed under chapter 45-10.2; (4) The filed registration of a limited liability partnership, if the converted organization is a limited liability partnership deemed to be established under chapter 45-22; or
(5) A certificate of limited liability limited partnership, if the converted organization is a limited liability limited partnership deemed to be formed under chapter 45-23.
f. “Date of origin” means the date on which: (1) A corporation which is:
(a) The converting organization was incorporated; or
(b) The converted organization is deemed to be incorporated; (2) A limited liability company which is:
(a) The converting organization was organized; or
(b) The converted organization is deemed to be organized; (3) A general partnership that is the converting organization was formed; (4) A limited partnership which is:
(a) The converting organization was formed; or
(b) The converted organization is deemed to be formed; (5) A limited liability partnership which is:
(a) The converting organization was formed; or
(b) The converted organization is deemed to be formed; and
(6) A limited liability limited partnership which is:
(a) The converting organization was formed; or
(b) The converted organization is deemed to be formed.
g. “Filed registration” means the registration of a limited liability partnership which has been filed with the secretary of state.
h. “General partnership” means an organization formed under chapters 45-13 through 45-21.
i. “Organizational records” means for an organization which is: (1) A corporation, its articles of incorporation and bylaws; (2) A limited liability company, its articles of organization, operating agreement or bylaws, and any member-control agreement; (3) A limited partnership, its partnership agreement; (4) A limited liability partnership, its partnership agreement; or
(5) A limited liability limited partnership, its partnership agreement.