N.D. Cent. Code § 10-19.1-102

10-19.1-102. Effective date of merger or exchange - Effect

1. A merger is effective when the articles of merger are filed with the secretary of state or

on a later date specified in the articles of merger. An exchange is effective on the date

specified in the plan of exchange.

2. When a merger becomes effective:

a. The constituent organizations become a single entity, the surviving organization.

b. The separate existence of all constituent organizations except the surviving

organization ceases.

c. As to any corporation that was a constituent organization and is not the surviving

constituent organization, the articles of merger serve as articles of termination,

and unless previously filed, the notice of dissolution.

d. The surviving organization has all the rights, privileges, immunities, and powers

and is subject to all of the duties and liabilities of the specified organization under

its governing statute.

e. The surviving organization possesses all the rights, privileges, immunities, and

franchises, of a public as well as of a private nature, of each of the constituent

organizations.

(1) All property and all debts due on any account, including subscriptions to

ownership interests and all other choses in action, and every other interest

of or belonging to or due to each of the constituent organizations vests in

the surviving organization without any further act or deed.

(2) Confirmatory deeds, assignments, or similar instruments to accomplish that

vesting may be signed and delivered at any time in the name of a

constituent organization by the organization's current officers, managers, or

governing body, as the case may be, or, if the organization no longer exists,

by the last officers, managers, or governing body of the organization.

(3) The title to any real estate or any interest vested in any of the constituent

organizations does not revert nor in any way become impaired by reason of

the merger.

f. The surviving organization is responsible and liable for all the liabilities and

obligations of each of the constituent organizations.

(1) A claim of or against or a pending proceeding by or against a constituent

organization may be prosecuted as if the merger did not take place, or the

surviving organization may be substituted in the place of the constituent

organization.

(2) Neither the rights of creditors nor any liens upon the property of a

constituent organization are impaired by the merger.

g. The articles of the surviving organization are deemed to be amended to the

extent that changes in its articles, if any, are contained in the plan of merger.

3. When a merger or exchange becomes effective, the ownership interests to be

converted or exchanged under the terms of the plan cease to exist in the case of a

merger, or are deemed to be exchanged in the case of an exchange. The owners of

those ownership interests are entitled only to the securities, money, or other property

into which those ownership interests have been converted or for which those

ownership interests have been exchanged in accordance with the plan, subject to any

dissenter's rights under section 10-19.1-87 or 10-32.1-33.