N.D. Cent. Code § 10-19.1-103
This is the official text of N.D. Cent. Code § 10-19.1-103, part of North Dakota’s Cent. Code — part of the compiled statutory law of North Dakota, published by the state as "Cent. Code." Browse the sections below, each linked to its official government source.
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10-19.1-103. Merger or exchange with foreign organization
Official statutory text
10-19.1-103. Merger or exchange with foreign organization
1. A domestic corporation may merge with, including a merger pursuant to section
10-19.1-100, or participate in an exchange with a foreign organization by following the
procedures set forth in this section, if:
a. With respect to a merger, the merger is permitted by its governing statute.
b. With respect to an exchange, the constituent organization whose ownership
interests will be acquired is a domestic organization, regardless of whether the
exchange is permitted by its governing statute.
2. Each domestic corporation shall comply with the provisions of sections 10-19.1-96
through 10-19.1-103 with respect to the merger or exchange of ownership interests
and each foreign organization shall comply with the applicable provisions of its
governing statute.
3. If the surviving organization in a merger will be a domestic corporation, then the
organization shall comply with this chapter.
4. If the surviving organization in a merger will be a foreign organization and will transact
business in this state, then the organization shall comply with the provisions of its
governing statute. In every case, the surviving foreign organization shall file with the
secretary of state:
a. An agreement that it may be served with process in this state in a proceeding for
the enforcement of an obligation of a constituent organization and in a proceeding
for the enforcement of the rights of a dissenting owner of an ownership interest of
a constituent organization against the surviving foreign organization;
b. An irrevocable appointment of the secretary of state as the agent of the
organization to accept service of process in any proceeding, and an address to
which process may be forwarded as provided in section 10-01.1-13; and
c. An agreement that the organization will promptly pay to the dissenting owners of
ownership interests of each domestic constituent organization the amount, if any,
to which they are entitled under its governing statute.
1. A domestic corporation may merge with, including a merger pursuant to section
10-19.1-100, or participate in an exchange with a foreign organization by following the
procedures set forth in this section, if:
a. With respect to a merger, the merger is permitted by its governing statute.
b. With respect to an exchange, the constituent organization whose ownership
interests will be acquired is a domestic organization, regardless of whether the
exchange is permitted by its governing statute.
2. Each domestic corporation shall comply with the provisions of sections 10-19.1-96
through 10-19.1-103 with respect to the merger or exchange of ownership interests
and each foreign organization shall comply with the applicable provisions of its
governing statute.
3. If the surviving organization in a merger will be a domestic corporation, then the
organization shall comply with this chapter.
4. If the surviving organization in a merger will be a foreign organization and will transact
business in this state, then the organization shall comply with the provisions of its
governing statute. In every case, the surviving foreign organization shall file with the
secretary of state:
a. An agreement that it may be served with process in this state in a proceeding for
the enforcement of an obligation of a constituent organization and in a proceeding
for the enforcement of the rights of a dissenting owner of an ownership interest of
a constituent organization against the surviving foreign organization;
b. An irrevocable appointment of the secretary of state as the agent of the
organization to accept service of process in any proceeding, and an address to
which process may be forwarded as provided in section 10-01.1-13; and
c. An agreement that the organization will promptly pay to the dissenting owners of
ownership interests of each domestic constituent organization the amount, if any,
to which they are entitled under its governing statute.
Status: in_force · Read it on the official government site
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