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Current as of January 01, 2024 | Updated by Findlaw Staff
1. A limited partnership may merge with one or more other constituent organizations pursuant to this section and sections 45-10.2-101 through 45-10.2-103 and a plan of merger, if:
a. The governing statute of each of the other organizations authorizes the merger;
b. The merger is not prohibited by the law of a jurisdiction that enacted any of those governing statutes; and
c. Each of the other organizations complies with its governing statute in effecting the merger.
2. For the purposes of sections 45-10.2-100 through 45-10.2-103, “originating record” means for an organization that is:
a. A corporation, its articles of incorporation;
b. A limited liability company, its articles of organization;
c. A limited partnership, its certificate of limited partnership;
d. A limited liability partnership, its registration; and
e. A limited liability limited partnership, its certificate of limited liability limited partnership.
3. A plan of merger must be in a record and must include:
a. The name and form of each constituent organization;
b. The name and form of the surviving organization and:
(1) If the surviving organization is to be created by the merger, then:
(a) A statement to that effect; and
(b) Its organizational record; or
(2) If the surviving organization is not to be created by the merger, then any amendments to be made to the organizational record of the surviving organization;
c. The terms and conditions of the merger;
d. The manner and basis for converting the interests in each constituent organization into any combination of money, interests in the surviving organization, and other consideration; and
e. Any other provisions with respect to the proposed merger that are deemed to be necessary or desirable.
Cite this article: FindLaw.com - North Dakota Century Code Title 45. Partnerships § 45-10.2-100. Merger - last updated January 01, 2024 | https://codes.findlaw.com/nd/title-45-partnerships/nd-cent-code-sect-45-10-2-100/
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.
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