Title 45 — Partnerships
25 chapters · 216 sections in this title.
N.D.C.C. § 45-21-01 (901) Definitions - Conversions and mergers
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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…
N.D.C.C. § 45-21-02 (902) Conversion
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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…
N.D.C.C. § 45-21-02.1 Plan of conversion
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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…
N.D.C.C. § 45-21-03 (903) Plan of conversion approval and amendment
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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…
N.D.C.C. § 45-21-04 (904) Statement of conversion
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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…
N.D.C.C. § 45-21-04.1 Abandonment of conversion
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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…
N.D.C.C. § 45-21-04.2 Effective date of conversion - Effect
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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…
N.D.C.C. § 45-21-05 (905) Merger of partnerships
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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…
N.D.C.C. § 45-21-06 (906) Effect of merger
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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…
N.D.C.C. § 45-21-07 (907) Statement of merger
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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…
N.D.C.C. § 45-21-07.1 Liability of general partner after conversion or merger
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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…
N.D.C.C. § 45-21-08 (908) Nonexclusive
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This chapter is not exclusive. Partnerships or limited partnerships may be converted or merged in any other manner provided by law.