North Dakota Code 10-32.1-56 – Merger and exchange
1. A limited liability company may merge with one or more other constituent organizations pursuant to this section, sections 10-32.1-55 through 10-32.1-59, 10-32.1-71, and a plan of merger if:
Terms Used In North Dakota Code 10-32.1-56
- 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
- Property: includes property, real and personal. 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.
a. The governing statute of each of the other organizations authorizes the merger; b. The merger is not prohibited by the law of a jurisdiction that enacted any of the governing statutes; and
c. Each of the other organizations complies with its governing statute in effecting the merger.
2. A limited liability company may engage in an exchange with one or more other constituent organizations pursuant to this section by which one of the constituent organizations acquires all of the ownership interests of one or more classes or series of another constituent organization pursuant to this section, sections 10-32.1-55 through 10-32.1-58, 10-32.1-60, and 10-32.1-71, and a plan of exchange if:
a. The governing statute of each of the other constituent organizations authorizes the exchange; b. The exchange is not prohibited by the law of a jurisdiction that enacted any of the governing statutes; and
c. Each of the other constituent organizations complies with its governing statute in effecting the exchange.
3. A plan of merger or exchange must be in a record and must include:
a. The name and form of each constituent organization and:
b. In the case of a merger:
(1) The name and form of the surviving organization and, if the surviving organization is to be created by the merger, then a statement to that effect; (2) The terms and conditions of the merger, including the manner and basis for converting the interests in each constituent organization into any combination of money, interests in the surviving organization, and other consideration; and
(3) If the surviving organization is to be created by the merger, then the originating record of the surviving organization that is proposed to be in a record; (4) If the surviving organization is not to be created by the merger, then any amendments to be made by the merger to the organizational documents of the surviving organization that are, or are proposed to be, in a record; and
(5) Any other provisions with respect to the proposed merger that are considered necessary or desirable.
c. In the case of an exchange:
(1) The name of the acquiring organization; (2) The terms and conditions of the exchange, including the manner and basis of exchanging the ownership interests to be acquired for securities of, or other ownership interests in, the acquiring organization or any other organization or, in whole or part, for money or other property; and
(3) Any other provisions with respect to the proposed exchange that are considered necessary or desirable.
4. If an organization is not the surviving organization but is the owner of a service mark, trademark, or trade name, is a general partner named in a fictitious name certificate, is a general partner in a limited partnership or a limited liability limited partnership, or is a managing partner of a limited liability partnership that is on file with the secretary of state, then it must change or amend the name of the organization to its name in each registration when filing the articles of merger.