Effect of a merger
N.D. Cent. Code § 10-32.1-59
in effect10-32.1-59. Effect of a merger
1. When a merger becomes effective:
a. The surviving organization continues or comes into existence;
b. Each constituent organization that merges into the surviving organization ceases
to exist as a separate entity;
c. All property owned by each constituent organization that ceases to exist vests in
the surviving organization upon compliance with the transfer requirements of
applicable law;
d. All debts, obligations, or other liabilities of each constituent organization that
ceases to exist continue as debts, obligations, or other liabilities of the surviving
organization;
e. An action or proceeding pending by or against any constituent organization that
ceases to exist may be continued as if the merger had not occurred;
f. Except as prohibited by other law, all of the rights, privileges, immunities, powers,
and purposes of each constituent organization that ceases to exist vest in the
surviving organization;
g. Except as otherwise provided in the plan of merger, the terms and conditions of
the plan of merger take effect;
h. Except as otherwise agreed, if a constituent limited liability company ceases to
exist, then the merger does not dissolve the limited liability company for the
purposes of sections 10-32.1-50 through 10-32.1-54;
i. If the surviving organization is created by the merger:
(1) If it is a limited liability company, then the articles of organization become
effective; or
(2) If it is an organization other than a limited liability company, then the
originating record that creates the organization becomes effective; and
j. If the surviving organization pre-existed the merger, then any amendments
provided for in the articles of merger or the originating record that created the
organization become effective.
2. A surviving organization that is a foreign organization consents to the jurisdiction of the
courts of this state to enforce any debt, obligation, or other liability owed by a
constituent organization if before the merger the constituent organization was subject
to suit in this state on the debt, obligation, or other liability. A surviving organization that
is a foreign organization and not authorized to transact business in this state appoints
the secretary of state as its agent for service of process for the purposes of enforcing a
debt, obligation, or other liability under this subsection. Service of process on the
secretary of state under this subsection must be made in the same manner and has
the same consequences as in section 10-32.1-19.
3. As to any limited liability company that was a constituent organization and is not the
surviving constituent organization, the articles of merger serve as the articles of
dissolution and termination and, unless previously filed, the notice of dissolution.
Source: Open US Law by Vaquill AI (CC BY 4.0)URL: https://ndlegis.gov/cencode/t10c32-1.pdf#nameddest=10-32p1-59Fetched: 10/16/2026