(1110) Restrictions on approval of conversions and mergers and on relinquishing limited liability limited partnership status
N.D. Cent. Code § 45-10.2-104
in effect45-10.2-104. (1110) Restrictions on approval of conversions and mergers and on
relinquishing limited liability limited partnership status.
1. If a partner of a converting or constituent limited partnership will have personal liability
with respect to a converted or surviving organization, then approval and amendment of
a plan of conversion or merger are ineffective without the consent of the partner,
unless:
a. The partnership agreement of the limited partnership provides for the approval of
the conversion or merger with the consent of fewer than all the partners; and
b. The partner has consented to the provision of the partnership agreement.
2. An amendment to a certificate of limited partnership which converts the limited
partnership to a limited liability limited partnership is ineffective without the consent of
each general partner unless:
a. The partnership agreement of the limited partnership provides for the conversion
with the consent of less than all the general partners; and
b. Each general partner that does not consent to the amendment of conversion has
consented to that provision of the partnership agreement.
3. A partner does not give the consent required by subsection 1 or 2 merely by
consenting to a provision of the partnership agreement which permits the partnership
agreement to be amended with the consent of fewer than all the partners.
Source: Open US Law by Vaquill AI (CC BY 4.0)URL: https://ndlegis.gov/cencode/t45c10-2.pdf#nameddest=45-10p2-104Fetched: 10/16/2026