(1102) Conversion
N.D. Cent. Code § 45-10.2-94
in effect45-10.2-94. (1102) Conversion
1. An organization other than a limited partnership may convert to a limited partnership,
and a limited partnership may convert to another organization other than a general
partnership pursuant to this section and sections 45-10.2-95 through 45-10.2-99 and a
plan of conversion, if:
a. The governing statute of the other organization authorizes the conversion;
b. The conversion is not prohibited by the law of the jurisdiction that enacted the
governing statute; and
c. The other organization complies with its governing statute in effecting the
conversion.
2. For the purposes of sections 45-10.2-94 through 45-10.2-99, unless the context clearly
indicates a different meaning is intended:
a. "Certificate of creation" means:
(1) A certificate of incorporation, if the converted organization is a corporation
deemed to be incorporated under chapter 10-19.1;
(2) A certificate of organization, if the converted organization is a limited liability
company deemed to be organized under chapter 10-32.1;
(3) A certificate of limited partnership, if the converted organization is a limited
partnership deemed to be formed under this chapter;
(4) The filed registration if the converting organization is a limited liability
partnership deemed to be established under chapter 45-22; or
(5) A certificate of limited liability limited partnership, if the converted
organization is a limited liability limited partnership deemed to be formed
under chapter 45-23.
b. "Date of origin" means the date on which:
(1) A corporation that is:
(a) The converting organization was incorporated; or
(b) The converted organization is deemed to be incorporated;
(2) A limited liability company that is:
(a) The converting organization was organized; or
(b) The converted organization is deemed to be organized;
(3) A general partnership that is the converting organization was formed;
(4) A limited partnership that is:
(a) The converting organization was formed; or
(b) The converted organization is deemed to be formed;
(5) A limited liability partnership that is:
(a) The converting organization was formed; or
(b) The converted organization is deemed to be formed; and
(6) A limited liability limited partnership that is:
(a) The converting organization was formed; or
(b) The converted organization is deemed to be formed.
c. "Filed registration" means the registration of a limited liability partnership that has
been filed with the secretary of state.
d. "General partnership" shall mean an organization formed under chapters 45-13
through 45-21.
e. "Organizational records" means for an organization that is:
(1) A corporation, its articles of incorporation and bylaws;
(2) A limited liability company, its articles of organization, operating agreement
or bylaws, and any member-control agreement;
(3) A limited partnership, its partnership agreement;
(4) A limited liability partnership, its partnership agreement; or
(5) A limited liability limited partnership, its partnership agreement.
f. "Originating record" means for an organization that is:
(1) A corporation, its articles of incorporation;
(2) A limited liability company, its articles of organization;
(3) A limited partnership, its certificate of limited partnership;
(4) A limited liability partnership, its registration; or
(5) A limited liability limited partnership, its certificate of limited liability limited
partnership.
Source: Open US Law by Vaquill AI (CC BY 4.0)URL: https://ndlegis.gov/cencode/t45c10-2.pdf#nameddest=45-10p2-94Fetched: 10/16/2026