North Dakota Code 10-32.1-55 – Merger, conversion, and domestication – Definitions
For the purposes of sections 10-32.1-55 through 10-32.1-71, unless the context otherwise requires:
Terms Used In North Dakota Code 10-32.1-55
- 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
- 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.
- Liabilities: The aggregate of all debts and other legal obligations of a particular person or legal entity.
- 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
- 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
- Person: means an individual, organization, government, political subdivision, or government agency or instrumentality. See North Dakota Code 1-01-49
- Statute: A law passed by a legislature.
1. “Constituent limited liability company” means a constituent organization that is a limited liability company.
2. “Constituent organization” means an organization that is party to a merger or exchange.
3. “Converted organization” means the organization into which a converting organization converts pursuant to sections 10-32.1-61 through 10-32.1-66.
4. “Converting limited liability company” means a converting organization that is a limited liability company.
5. “Converting organization” means an organization that converts into another organization pursuant to section 10-32.1-61.
6. “Domesticated company” means the company that exists after a domesticating foreign limited liability company or limited liability company effects a domestication pursuant to sections 10-32.1-67 through 10-32.1-71.
7. “Domesticating company” means the company that effects a domestication pursuant to sections 10-32.1-67 through 10-32.1-71.
8. “Governing statute” of an organization means:
a. With respect to a domestic organization, the following chapters of this code which govern the internal affairs of the organization:
(1) If a corporation, then chapter 10-19.1; (2) If a limited liability company, then this chapter; (3) If a general partnership, then chapters 45-13 through 45-21; (4) If a limited partnership, then chapter 45-10.2; (5) If a limited liability partnership, then chapter 45-22; and
(6) If a limited liability limited partnership, then chapter 45-23; and
b. With respect to a foreign organization, the laws of the jurisdiction under which the organization is created and which govern the internal affairs of the organization.
9. “Organization” has the meaning provided in subsection 38 of section 10-32.1-02.
10. “Organizational documents” means:
a. For a domestic or foreign general partnership, its partnership agreement; b. For a limited partnership or foreign limited partnership, its certificate of limited partnership and partnership agreement; c. For a domestic or foreign limited liability company, its certificate or articles of organization and operating agreement, or comparable records as provided in its governing statute; d. For a business trust, its agreement of trust and declaration of trust; e. For a domestic or foreign corporation for profit, its articles of incorporation, bylaws, and other agreements among its shareholders which are authorized by its governing statute, or comparable records as provided in its governing statute; and
f. For any other organization, the basic records that create the organization and determine its internal governance and the relations among the persons that own it, have an interest in it, or are members of it.
11. “Originating Records” has the meaning provided in subsection 39 of section 10-32.1-02.
12. “Personal liability” means liability for a debt, obligation, or other liability of an organization which is imposed on a person that co-owns, has an interest in, or is a member of the organization:
a. By the governing statute solely by reason of the person co-owning, having an interest in, or being a member of the organization; or
b. By the organizational documents of the organization under a provision of the governing statute authorizing those documents to make one or more specified persons liable for all or specified debts, obligations, or other liabilities of the organization solely by reason of the person or persons co-owning, having an interest, or interests in, or being a member, or members of the organization.
13. “Surviving organization” means the organization resulting from a merger which:
a. May pre-exist the merger; or
b. May be created by the merger.