Skip to main content
Find a Lawyer

North Dakota Century Code Title 10. Corporations § 10-19.1-102. Effective date of merger or exchange--Effect

Current as of January 01, 2024 | Updated by Findlaw Staff

1. A merger is effective when the articles of merger are filed with the secretary of state or on a later date specified in the articles of merger. An exchange is effective on the date specified in the plan of exchange.

2. When a merger becomes effective:

a. The constituent organizations become a single entity, the surviving organization.

b. The separate existence of all constituent organizations except the surviving organization ceases.

c. As to any corporation that was a constituent organization and is not the surviving constituent organization, the articles of merger serve as articles of termination, and unless previously filed, the notice of dissolution.

d. The surviving organization has all the rights, privileges, immunities, and powers and is subject to all of the duties and liabilities of the specified organization under its governing statute.

e. The surviving organization possesses all the rights, privileges, immunities, and franchises, of a public as well as of a private nature, of each of the constituent organizations.

(1) All property and all debts due on any account, including subscriptions to ownership interests and all other choses in action, and every other interest of or belonging to or due to each of the constituent organizations vests in the surviving organization without any further act or deed.

(2) Confirmatory deeds, assignments, or similar instruments to accomplish that vesting may be signed and delivered at any time in the name of a constituent organization by the organization's current officers, managers, or governing body, as the case may be, or, if the organization no longer exists, by the last officers, managers, or governing body of the organization.

(3) The title to any real estate or any interest vested in any of the constituent organizations does not revert nor in any way become impaired by reason of the merger.

f. The surviving organization is responsible and liable for all the liabilities and obligations of each of the constituent organizations.

(1) A claim of or against or a pending proceeding by or against a constituent organization may be prosecuted as if the merger did not take place, or the surviving organization may be substituted in the place of the constituent organization.

(2) Neither the rights of creditors nor any liens upon the property of a constituent organization are impaired by the merger.

g. The articles of the surviving organization are deemed to be amended to the extent that changes in its articles, if any, are contained in the plan of merger.

3. When a merger or exchange becomes effective, the ownership interests to be converted or exchanged under the terms of the plan cease to exist in the case of a merger, or are deemed to be exchanged in the case of an exchange. The owners of those ownership interests are entitled only to the securities, money, or other property into which those ownership interests have been converted or for which those ownership interests have been exchanged in accordance with the plan, subject to any dissenter's rights under section 10-19.1-87 or 10-32.1-33.

Previous Part of Code Next Part of Code
Back to Chapter List

Cite this article: FindLaw.com - North Dakota Century Code Title 10. Corporations § 10-19.1-102. Effective date of merger or exchange--Effect - last updated January 01, 2024 | https://codes.findlaw.com/nd/title-10-corporations/nd-cent-code-sect-10-19-1-102/

FindLaw Codes may not reflect the most recent version of the law in your jurisdiction. Please verify the status of the code you are researching with the state legislature before relying on it for your legal needs.

Was this helpful?

Welcome to FindLaw's Cases & Codes

A free source of state and federal court opinions, state laws, and the United States Code. For more information about the legal concepts addressed by these cases and statutes, visit FindLaw’s Learn About the Law.

Go to Learn About the Law

Latest Blog Posts

For Legal Professionals

Learn About The Law

Get help with your legal needs

FindLaw’s Learn About the Law features thousands of informational articles to help you understand your options. And if you’re ready to hire an attorney, find one in your area who can help.

Go to Learn About the Law

Need to Find an Attorney?

Search our directory by legal issue

Enter information in one or both fields (Required)

Copied to clipboard