North Dakota Code 10-19.1-97 – Plan of merger or exchange
1. A plan of merger or exchange must contain:
Terms Used In North Dakota Code 10-19.1-97
- 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
- Property: includes property, real and personal. See North Dakota Code 1-01-49
a. The name of the corporation and of each other constituent organization proposing to merge or participate in an exchange and:
(1) In the case of a merger, the name of the surviving organization; or
(2) In the case of an exchange, the name of the acquiring organization; b. The terms and conditions of the proposed merger or exchange; c. The manner and basis for converting or exchanging ownership interests:
(1) In the case of a merger, the manner and basis of converting the ownership interests of the constituent organizations into securities of the surviving organization or of any other organization or, in whole or in part, into money or other property; or
(2) In the case of an exchange, the manner and basis of exchanging the ownership interests to be acquired for securities of the acquiring organization or any other organization or, in whole or in part, into money or other property; d. In the case of a merger, a statement of any amendments to the originating records of the surviving organization proposed as part of the merger; and
e. Any other provisions with respect to the proposed merger or exchange which are deemed necessary or desirable.
2. This section does not limit the power of a corporation to acquire all or part of the ownership interests of one or more classes or series of any other organization through a negotiated agreement with the owners or otherwise.