N.D. Cent. Code § 10-19.1-104.6

10-19.1-104.6. Effective date of conversion - Effect

1. A conversion is effective when the filing requirements of subsection 2 of section

10-19.1-104.4 have been fulfilled or on a later date specified in the articles of

conversion.

2. With respect to the effect of conversion on the converting organization and on the

converted organization:

a. An organization that has been converted as provided in sections 10-19.1-104.1

through 10-19.1-104.6 is for all purposes the same entity that existed before the

conversion.

b. Upon a conversion becoming effective:

(1) If the converted organization:

(a) Is a corporation, then the converted organization has all the rights,

privileges, immunities, and powers, and is subject to all the duties and

liabilities, of a corporation incorporated under this chapter; or

(b) Is not a corporation, then the converted organization has all the rights,

privileges, immunities, and powers, and is subject to the duties and

liabilities as provided in its governing statute;

(2) All property owned by the converting organization remains vested in the

converted organization;

(3) All debts, liabilities, and other obligations of the converting organization

continue as obligations of the converted organization;

(4) An action or proceeding pending by or against the converting organization

may be continued as if the conversion has not occurred;

(5) Except as otherwise provided by other law, all rights, privileges, immunities,

and powers of the converting organization remain vested in the converted

organization; and

(6) Except as otherwise provided in the plan of conversion, the terms and

conditions of the plan of conversion take effect.

3. When a conversion becomes effective, each ownership interest in the converting

organization is deemed to be converted into ownership interests in the converted

organization or, in whole or in part, into money or other property to be received under

the plan, subject to any dissenters' rights under section 10-19.1-87.

4. A converted organization that is a foreign organization consents to the jurisdiction of

the courts of this state to enforce any obligation owed by the converting corporation, if

before the conversion the converting corporation was subject to suit in this state on the

obligation.

5. A converted organization that is a foreign organization and not authorized to transact

business in this state appoints the secretary of state as its agent for service of process

for purposes of enforcing an obligation under this subsection as provided in section

10-01.1-13.