North Dakota Code 10-19.1-96 – Merger – Exchange – Transfer
1. With or without a business purpose, a corporation may merge with another domestic or foreign organization under a plan of merger approved in the manner provided in this section and in sections 10-19.1-97 through 10-19.1-103 and in the manner provided in the governing statute of the other organization.
Terms Used In North Dakota Code 10-19.1-96
- Assets: (1) The property comprising the estate of a deceased person, or (2) the property in a trust account.
- 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.
- Lease: A contract transferring the use of property or occupancy of land, space, structures, or equipment in consideration of a payment (e.g., rent). Source: OCC
- 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
- Statute: A law passed by a legislature.
2. With respect to an exchange:
a. A corporation may acquire all the ownership interests of one or more classes or series of another domestic or foreign organization under a plan of exchange approved in the manner provided in this section and in sections 10-19.1-97 through 10-19.1-103 in the case of a domestic corporation and in the manner provided in the governing statute in the case of any other organization.
b. Another domestic or foreign organization may acquire all the shares of one or more classes or series of a corporation under a plan of exchange approved in the manner provided in this section and in sections 10-19.1-97 through 10-19.1-103 in the case of a domestic corporation and in the manner provided in the governing statute in the case of any other organization.
3. A corporation may sell, lease, transfer, or otherwise dispose of all or substantially all of the corporation’s property and assets in the manner provided in section 10-19.1-104.
4. A corporation may participate in a merger or exchange only as permitted by this section and by sections 10-19.1-97 through 10-19.1-103. The dissenter’s rights for shareholders of a corporation are governed by this chapter.