(1106) Merger
N.D. Cent. Code § 45-10.2-100
in effect45-10.2-100. (1106) Merger
1. A limited partnership may merge with one or more other constituent organizations
pursuant to this section and sections 45-10.2-101 through 45-10.2-103 and a plan of
merger, if:
a. The governing statute of each of the other organizations authorizes the merger;
b. The merger is not prohibited by the law of a jurisdiction that enacted any of those
governing statutes; and
c. Each of the other organizations complies with its governing statute in effecting the
merger.
2. For the purposes of sections 45-10.2-100 through 45-10.2-103, "originating record"
means for an organization that is:
a. A corporation, its articles of incorporation;
b. A limited liability company, its articles of organization;
c. A limited partnership, its certificate of limited partnership;
d. A limited liability partnership, its registration; and
e. A limited liability limited partnership, its certificate of limited liability limited
partnership.
3. A plan of merger must be in a record and must include:
a. The name and form of each constituent organization;
b. The name and form of the surviving organization and:
(1) If the surviving organization is to be created by the merger, then:
(a) A statement to that effect; and
(b) Its organizational record; or
(2) If the surviving organization is not to be created by the merger, then any
amendments to be made to the organizational record of the surviving
organization;
c. The terms and conditions of the merger;
d. The manner and basis for converting the interests in each constituent
organization into any combination of money, interests in the surviving
organization, and other consideration; and
e. Any other provisions with respect to the proposed merger that are deemed to be
necessary or desirable.
Source: Open US Law by Vaquill AI (CC BY 4.0)URL: https://ndlegis.gov/cencode/t45c10-2.pdf#nameddest=45-10p2-100Fetched: 10/16/2026