North Dakota Century Code Title 10. Corporations § 10-32.1-59. Effect of a merger

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:

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.