(1108) Articles of merger
N.D. Cent. Code § 45-10.2-102
in effect45-10.2-102. (1108) Articles of merger
1. After each constituent organization has approved a merger, articles of merger must be
signed on behalf of:
a. Each pre-existing constituent limited partnership, by each general partner listed in
the certificate of limited partnership; and
b. Each other pre-existing constituent organization, by an authorized representative.
2. The articles of merger must be accompanied by the plan of merger without
organizational records and must include:
a. With respect to each constituent organization:
(1) Its name;
(2) Its form;
(3) The jurisdiction of its governing statute;
(4) A statement that the merger complies with its governing statute; and
(5) Any additional information required by the governing statute of any
constituent organization.
b. With respect to the surviving organization:
(1) Its name;
(2) Its form;
(3) The jurisdiction of its governing statute;
(4) The date the merger is effective under its governing statute;
(5) If it is created by the merger, then:
(a) A statement to that effect; and
(b) The originating record that creates the organization;
(6) If it pre-exists the merger, then any amendments to its originating record
provided for in the plan of merger; or
(7) If it is a foreign organization not authorized to transact business or conduct
activities in this state, then the street and mailing address of an office that
the secretary of state may use for the purposes of subsection 2 of section
45-10.2-103.
3. The articles of merger must be filed in the office of the secretary of state.
4. A merger becomes effective under this chapter:
a. If the surviving organization is a limited partnership, upon the later of:
(1) Compliance with subsection 3; or
(2) Subject to subsection 3 of section 45-10.2-27, as specified in the articles of
merger; or
b. If the surviving organization is not a limited partnership, then as provided by the
governing statute of the surviving organization.
Source: Open US Law by Vaquill AI (CC BY 4.0)URL: https://ndlegis.gov/cencode/t45c10-2.pdf#nameddest=45-10p2-102Fetched: 10/16/2026