Title 45, Partnerships

For the purposes of this chapter, unless the context otherwise requires: 1. "Certificate of creation" means: a. A certificate of incorporation, if the converted organization is a corporation deemed to be incorporated under chapter 10-19.1; b. A certificate of organization, if the…

Other organizations may not convert to a partnership. However, a partnership may convert to another organization pursuant to sections 45-21-01 through 45-21-07.1 and a plan of conversion, if: 1. The governing statute of the other organization authorizes the conversion; 2. The con…

A plan of conversion must be in a record and must include: 1. The name and form of the converting organization before conversion; 2. The name and form of the converted organization after conversion; 3. The terms and conditions of the conversion; 4. The manner and basis for conver…

1. If the converting organization is a partnership, then: a. A plan of conversion must be consented to by all of the partners of a converting partnership. b. Subject to any contractual rights, after a conversion is approved, and at any time before a filing is made under section 4…

1. Upon receiving the approval required by section 45-21-03, a statement of conversion must be prepared in a record that must contain: a. A statement that the converting organization is being converted into another organization, including: (1) The name of the converting organizat…

1. If the statement of conversion has not been filed with the secretary of state, and: a. If the converting organization is a partnership, then subject to any contractual rights, after a conversion is approved, and at any time before the effective date of the plan, a converting p…

1. A conversion is effective when the filing requirements of subsection 2 of section 45-21-04 have been fulfilled or on a later date specified in the statement of conversion. 2. With respect to the effect of conversion on the converting organization and on the converted organizat…

If a foreign partnership transacting business in this state converts to another organization permitted by its governing statute, and the converted organization will continue to transact business in this state, within thirty days after the conversion becomes effective, the newly c…

1. Pursuant to a plan of merger approved as provided in subsection 3, a partnership may be merged with one or more other organizations. 2. The plan of merger must set forth: a. The name of: (1) The partnership; (2) Each other constituent organization proposing to merge; and (3) T…

1. When a merger takes effect: a. The separate existence of each constituent partnership that is a party to the merger, other than the surviving organization, ceases; b. All property owned by each of the constituent partnerships vests in the surviving organization; c. All obligat…

1. After a merger, the surviving organization may file a statement that one or more partnerships or other constituent organizations have merged into the surviving organization. 2. A statement of merger must be accompanied by the plan of merger without organizational records and m…

1. A conversion or merger under this chapter does not discharge any liability under sections 45-15-06, 45-15-07, and 45-15-08 of a person that was a general partner in or dissociated as a general partner from a converting or constituent partnership, but: a. The provisions of this…

This chapter is not exclusive. Partnerships or limited partnerships may be converted or merged in any other manner provided by law.