North Dakota Code 45-21-07 – (907) Statement of merger
1. After a merger, the surviving organization may file a statement that one or more partnerships or other constituent organizations have merged into the surviving organization.
Terms Used In North Dakota Code 45-21-07
- 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
- Real property: Land, and all immovable fixtures erected on, growing on, or affixed to the land.
- 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.
2. A statement of merger must be accompanied by the plan of merger without organizational records and must contain:
a. The name of:
(1) The partnership; (2) Each other constituent organization that is a party to the merger; and
(3) The surviving organization into which the other constituent organizations were merged; b. The form of organization that the surviving organization will be; c. The jurisdiction of the governing statute of the surviving organization; and
d. The street address of the principal executive office of the surviving organization and of an office in this state, if any.
3. Except as otherwise provided in subsection 4, for the purposes of section 45-15-02, property of the surviving organization which before the merger was held in the name of another party to the merger is property held in the name of the surviving organization upon filing a statement of merger.
4. For the purposes of section 45-15-02, real property of the surviving organization which before the merger was held in the name of another constituent organization is property held in the name of the surviving organization upon recording a certified copy of the statement of merger in the office for recording transfers of that real property.
5. A filed and, if appropriate, recorded statement of merger, signed and declared to be accurate pursuant to subsection 3 of section 45-13-05, stating the name of a constituent partnership that is a constituent organization in whose name property was held before the merger and the name of the surviving organization, but not containing all of the other information required by subsection 2, operates with respect to the constituent partnership and the surviving organization to the extent provided in subsections 3 and 4.