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North Dakota Statutes, Title 45

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North Dakota/Statutes

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Title 45, Partnerships

25 chapters · 243 sections in this title.

All chapters in Title 45243 Ch 45-10.2, Uniform Limited Partnership Act118 Ch 45-22, Limited Liability Partnerships31 Ch 45-11, Fictitious Partnership Name16 Ch 45-21, Conversions and Mergers13 Ch 45-13, Partnerships in General11 Ch 45-15, Relations of Partners to Persons Dea…10 Ch 45-23, Limited Liability Limited Partnership10 Ch 45-16, Relations of Partners to Each Other …8 Ch 45-20, Winding Up Partnership Business8 Ch 45-19, Partner's Dissociation When Business…5 Ch 45-14, Nature of Partnership4 Ch 45-17, Transferees and Creditors of Partner4 Ch 45-18, Partner's Dissociation3 Ch 45-12, Application of Law2

13 sections·Filtered byTitle 45✕Ch 45-21✕

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. § 45-21-04.3 Foreign partnership - Conversion of foreign partnership authorized to transact business in this state

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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…

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.