Skip to main content
Find a Lawyer

North Dakota Century Code Title 45. Partnerships § 45-10.2-94. Conversion

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

1. An organization other than a limited partnership may convert to a limited partnership, and a limited partnership may convert to another organization other than a general partnership pursuant to this section and sections 45-10.2-95 through 45-10.2-99 and a plan of conversion, if:

a. The governing statute of the other organization authorizes the conversion;

b. The conversion is not prohibited by the law of the jurisdiction that enacted the governing statute; and

c. The other organization complies with its governing statute in effecting the conversion.

2. For the purposes of sections 45-10.2-94 through 45-10.2-99, unless the context clearly indicates a different meaning is intended:

a. “Certificate of creation” means:

(1) A certificate of incorporation, if the converted organization is a corporation deemed to be incorporated under chapter 10-19.1;

(2) A certificate of organization, if the converted organization is a limited liability company deemed to be organized under chapter 10-32.1;

(3) A certificate of limited partnership, if the converted organization is a limited partnership deemed to be formed under this chapter;

(4) The filed registration if the converting organization is a limited liability partnership deemed to be established under chapter 45-22; or

(5) A certificate of limited liability limited partnership, if the converted organization is a limited liability limited partnership deemed to be formed under chapter 45-23.

b. “Date of origin” means the date on which:

(1) A corporation that is:

(a) The converting organization was incorporated; or

(b) The converted organization is deemed to be incorporated;

(2) A limited liability company that is:

(a) The converting organization was organized; or

(b) The converted organization is deemed to be organized;

(3) A general partnership that is the converting organization was formed;

(4) A limited partnership that is:

(a) The converting organization was formed; or

(b) The converted organization is deemed to be formed;

(5) A limited liability partnership that is:

(a) The converting organization was formed; or

(b) The converted organization is deemed to be formed; and

(6) A limited liability limited partnership that is:

(a) The converting organization was formed; or

(b) The converted organization is deemed to be formed.

c. “Filed registration” means the registration of a limited liability partnership that has been filed with the secretary of state.

d. “General partnership” shall mean an organization formed under chapters 45-13 through 45-21.

e. “Organizational records” means for an organization that is:

(1) A corporation, its articles of incorporation and bylaws;

(2) A limited liability company, its articles of organization, operating agreement or bylaws, and any member-control agreement;

(3) A limited partnership, its partnership agreement;

(4) A limited liability partnership, its partnership agreement; or

(5) A limited liability limited partnership, its partnership agreement.

f. “Originating record” means for an organization that is:

(1) A corporation, its articles of incorporation;

(2) A limited liability company, its articles of organization;

(3) A limited partnership, its certificate of limited partnership;

(4) A limited liability partnership, its registration; or

(5) A limited liability limited partnership, its certificate of limited liability limited partnership.

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

Cite this article: FindLaw.com - North Dakota Century Code Title 45. Partnerships § 45-10.2-94. Conversion - last updated January 01, 2024 | https://codes.findlaw.com/nd/title-45-partnerships/nd-cent-code-sect-45-10-2-94/

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