N.D. Cent. Code § 10-19.1-104.5
This is the official text of N.D. Cent. Code § 10-19.1-104.5, 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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10-19.1-104.5. Abandonment of conversion
Official statutory text
10-19.1-104.5. Abandonment of conversion
1. If the articles of conversion have not been filed with the secretary of state, and:
a. If the converting organization is a corporation, then:
(1) Before a plan of conversion has been approved by the converting
corporation as provided in section 10-19.1-104.3, it may be abandoned by
an act of its board.
(2) After a plan of conversion has been approved by the converting corporation
as provided in section 10-19.1-104.3, and before the effective date of the
plan, it may be abandoned:
(a) If the shareholders of the converting corporation entitled to vote on the
approval of the plan as provided in section 10-19.1-104.3 have
approved the abandonment by an act of the shareholders; or
(b) If the plan provides for abandonment and if all conditions for
abandonment set forth in the plan are met.
b. If the converting organization is not a corporation, then the abandonment of the
plan of conversion must comply with its governing statute.
2. If articles of conversion have been filed with the secretary of state, but have not yet
become effective, then the converting organization shall file with the secretary of state
articles of abandonment that contain:
a. The name of the converting organization;
b. The provision of this section under which the plan is abandoned; and
c. If the plan is abandoned:
(1) By an act of the board under paragraph 1 of subdivision a of subsection 1,
or by an act of the shareholders under subparagraph b of paragraph 2 of
subdivision a of subsection 1, then the text of the resolution abandoning the
plan; or
(2) As provided in the plan under subparagraph b of paragraph 2 of
subdivision a of subsection 1, then a statement that the plan provides for
abandonment and that all conditions for abandonment set forth in the plan
are met.
1. If the articles of conversion have not been filed with the secretary of state, and:
a. If the converting organization is a corporation, then:
(1) Before a plan of conversion has been approved by the converting
corporation as provided in section 10-19.1-104.3, it may be abandoned by
an act of its board.
(2) After a plan of conversion has been approved by the converting corporation
as provided in section 10-19.1-104.3, and before the effective date of the
plan, it may be abandoned:
(a) If the shareholders of the converting corporation entitled to vote on the
approval of the plan as provided in section 10-19.1-104.3 have
approved the abandonment by an act of the shareholders; or
(b) If the plan provides for abandonment and if all conditions for
abandonment set forth in the plan are met.
b. If the converting organization is not a corporation, then the abandonment of the
plan of conversion must comply with its governing statute.
2. If articles of conversion have been filed with the secretary of state, but have not yet
become effective, then the converting organization shall file with the secretary of state
articles of abandonment that contain:
a. The name of the converting organization;
b. The provision of this section under which the plan is abandoned; and
c. If the plan is abandoned:
(1) By an act of the board under paragraph 1 of subdivision a of subsection 1,
or by an act of the shareholders under subparagraph b of paragraph 2 of
subdivision a of subsection 1, then the text of the resolution abandoning the
plan; or
(2) As provided in the plan under subparagraph b of paragraph 2 of
subdivision a of subsection 1, then a statement that the plan provides for
abandonment and that all conditions for abandonment set forth in the plan
are met.
Status: in_force · Read it on the official government site
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