(1112) Power of general partners and persons dissociated as general partners to bind organization after conversion or merger
N.D. Cent. Code § 45-10.2-106
in effect45-10.2-106. (1112) Power of general partners and persons dissociated as general
partners to bind organization after conversion or merger.
1. An act of a person that immediately before a conversion or merger became effective
was a general partner in a converting or constituent limited partnership binds the
converted or surviving organization after the conversion or merger becomes effective,
if:
a. Before the conversion or merger became effective, the act would have bound the
converting or constituent limited partnership under section 45-10.2-38; and
b. At the time the third party enters into the transaction, the third party:
(1) Does not have notice of the conversion or merger; and
(2) Reasonably believes that:
(a) The converted or surviving organization or business is the converting
or constituent limited partnership; and
(b) The person is a general partner in the converting or constituent limited
partnership.
2. An act of a person that before a conversion or merger became effective was
dissociated as a general partner from a converting or constituent limited partnership
binds the converted or surviving organization after the conversion or merger becomes
effective, if:
a. Before the conversion or merger became effective, the act would have bound the
converting or constituent limited partnership under section 45-10.2-38 if the
person had been a general partner; and
b. At the time the third party enters into the transaction, less than two years have
passed since the person dissociated as a general partner and the third party:
(1) Does not have notice of the dissociation;
(2) Does not have notice of the conversion or merger; and
(3) Reasonably believes that:
(a) The converted or surviving organization or business is the converting
or constituent limited partnership; and
(b) The person is a general partner in the converting or constituent limited
partnership.
3. If a person having knowledge of the conversion or merger causes a converted or
surviving organization to incur an obligation under subsection 1 or 2, then the person
is liable:
a. To the converted or surviving organization for any damage caused to the
organization arising from the obligation; and
b. If another person is liable for the obligation, then to that other person for any
damage caused to that other person arising from the liability.
Source: Open US Law by Vaquill AI (CC BY 4.0)URL: https://ndlegis.gov/cencode/t45c10-2.pdf#nameddest=45-10p2-106Fetched: 10/16/2026