Restrictions on approval of mergers, exchanges, conversions, and domestications
N.D. Cent. Code § 10-32.1-71
in effect10-32.1-71. Restrictions on approval of mergers, exchanges, conversions, and
domestications.
1. If a member of a constituent, converting, or domesticating limited liability company will
have personal liability with respect to a surviving, constituent, converted, or
domesticated organization, then approval or amendment of a plan of merger,
exchange, conversion, or domestication is ineffective without the consent of the
member, unless:
a. The operating agreement of the company provides for approval of a merger,
exchange, conversion, or domestication with the consent of fewer than all the
members; and
b. The member has consented to the provision of the operating agreement.
2. A member does not give the consent required by subsection 1 merely by consenting to
a provision of the operating agreement that permits the operating agreement to be
amended with the consent of fewer than all the members.
Source: Open US Law by Vaquill AI (CC BY 4.0)URL: https://ndlegis.gov/cencode/t10c32-1.pdf#nameddest=10-32p1-71Fetched: 10/16/2026