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North Dakota Century Code Title 45. Partnerships § 45-10.2-98. Abandonment of conversion

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

a. If the converting organization is a limited partnership, then subject to section 45-10.2-104 and any contractual rights, after a conversion is approved, and at any time before the effective date of the plan, a converting limited partnership may abandon the planned conversion:

(1) As provided in the plan;  and

(2) Except as provided otherwise by the plan, by the same consent as was required to approve the plan.

b. If the converting organization is not a limited partnership, 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 the consent of all of the partners, then the text of the resolution abandoning the plan;  or

(2) As provided in the plan, then a statement that the plan provides for abandonment and that all conditions for abandonment set forth in the plan are met.

Cite this article: - North Dakota Century Code Title 45. Partnerships § 45-10.2-98. Abandonment of conversion - last updated January 01, 2020 |

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