North Dakota Code 45-10.2-102 – (1108) Articles of merger
1. After each constituent organization has approved a merger, articles of merger must be signed on behalf of:
Terms Used In North Dakota Code 45-10.2-102
- 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
- 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. Each pre-existing constituent limited partnership, by each general partner listed in the certificate of limited partnership; and
b. Each other pre-existing constituent organization, by an authorized representative.
2. The articles of merger must be accompanied by the plan of merger without organizational records and must include:
a. With respect to each constituent organization: (1) Its name; (2) Its form; (3) The jurisdiction of its governing statute; (4) A statement that the merger complies with its governing statute; and
(5) Any additional information required by the governing statute of any constituent organization.
b. With respect to the surviving organization: (1) Its name; (2) Its form; (3) The jurisdiction of its governing statute; (4) The date the merger is effective under its governing statute; (5) If it is created by the merger, then:
(a) A statement to that effect; and
(b) The originating record that creates the organization; (6) If it pre-exists the merger, then any amendments to its originating record provided for in the plan of merger; or
(7) If it is a foreign organization not authorized to transact business or conduct activities in this state, then the street and mailing address of an office that the secretary of state may use for the purposes of subsection 2 of section 45-10.2-103.
3. The articles of merger must be filed in the office of the secretary of state.
4. A merger becomes effective under this chapter:
a. If the surviving organization is a limited partnership, upon the later of: (1) Compliance with subsection 3; or
(2) Subject to subsection 3 of section 45-10.2-27, as specified in the articles of merger; or
b. If the surviving organization is not a limited partnership, then as provided by the governing statute of the surviving organization.