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North Dakota Century Code Title 10. Corporations § 10-32.1-65. Abandonment of a conversion

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

1. If the articles of conversion have not been filed with the secretary of state, and:

a. If the converting organization is a limited liability company, then:

(1) Before a plan of conversion has been approved by the converting limited liability company as provided in section 10-32.1-63, it may be abandoned by an act of its board.

(2) After a plan of conversion has been approved by the converting limited liability company as provided in section 10-32.1-63, and before the effective date of the plan, it may be abandoned:

(a) If the members of the converting limited liability company entitled to vote on the approval of the plan as provided in section 10-32.1-63 have approved the abandonment by an act of the members; or

(b) If the plan provides for abandonment and if all conditions for abandonment set forth in the plan are met.

b. If the converting organization is not a limited liability company, then the abandonment of the plan of conversion must comply with its governing statute.

2. If articles of conversion have been filed with the secretary of state, but have not yet become effective, then the converting organization shall file with the secretary of state articles of abandonment that contain:

a. The name of the converting organization;

b. The provision of this section under which the plan is abandoned; and

c. If the plan is abandoned:

(1) By an act of the board under paragraph 1 of subdivision a of subsection 1, or by an act of the members under subparagraph a of paragraph 2 of subdivision a of subsection 1, then the text of the resolution abandoning the plan; or

(2) As provided in the plan under subparagraph b of paragraph 2 of subdivision a of subsection 1, then a statement that the plan provides for abandonment and that all conditions for abandonment set forth in the plan are met.

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Cite this article: FindLaw.com - North Dakota Century Code Title 10. Corporations § 10-32.1-65. Abandonment of a conversion - last updated January 01, 2024 | https://codes.findlaw.com/nd/title-10-corporations/nd-cent-code-sect-10-32-1-65/

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