North Dakota Code 10-32.1-59 – Effect of a merger
1. When a merger becomes effective:
Terms Used In North Dakota Code 10-32.1-59
- 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
- Process: means a writ or summons issued in the course of judicial proceedings. See North Dakota Code 1-01-49
- Property: includes property, real and personal. See North Dakota Code 1-01-49
- Service of process: The service of writs or summonses to the appropriate party.
- 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
a. The surviving organization continues or comes into existence; b. Each constituent organization that merges into the surviving organization ceases to exist as a separate entity; c. All property owned by each constituent organization that ceases to exist vests in the surviving organization upon compliance with the transfer requirements of applicable law; d. All debts, obligations, or other liabilities of each constituent organization that ceases to exist continue as debts, obligations, or other liabilities of the surviving organization; e. An action or proceeding pending by or against any constituent organization that ceases to exist may be continued as if the merger had not occurred; f. Except as prohibited by other law, all of the rights, privileges, immunities, powers, and purposes of each constituent organization that ceases to exist vest in the surviving organization; g. Except as otherwise provided in the plan of merger, the terms and conditions of the plan of merger take effect; h. Except as otherwise agreed, if a constituent limited liability company ceases to exist, then the merger does not dissolve the limited liability company for the purposes of sections 10-32.1-50 through 10-32.1-54; i. If the surviving organization is created by the merger:
(1) If it is a limited liability company, then the articles of organization become effective; or
(2) If it is an organization other than a limited liability company, then the originating record that creates the organization becomes effective; and
j. If the surviving organization pre-existed the merger, then any amendments provided for in the articles of merger or the originating record that created the organization become effective.
2. A surviving organization that is a foreign organization consents to the jurisdiction of the courts of this state to enforce any debt, obligation, or other liability owed by a constituent organization if before the merger the constituent organization was subject to suit in this state on the debt, obligation, or other liability. A surviving organization that is a foreign organization and not authorized to transact business in this state appoints the secretary of state as its agent for service of process for the purposes of enforcing a debt, obligation, or other liability under this subsection. Service of process on the secretary of state under this subsection must be made in the same manner and has the same consequences as in section 10-32.1-19.
3. As to any limited liability company that was a constituent organization and is not the surviving constituent organization, the articles of merger serve as the articles of dissolution and termination and, unless previously filed, the notice of dissolution.