N.D. Cent. Code § 10-19.1-97
This is the official text of N.D. Cent. Code § 10-19.1-97, 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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10-19.1-97. Plan of merger or exchange
Official statutory text
10-19.1-97. Plan of merger or exchange
1. A plan of merger or exchange must contain:
a. The name of the corporation and of each other constituent organization proposing
to merge or participate in an exchange and:
(1) In the case of a merger, the name of the surviving organization; or
(2) In the case of an exchange, the name of the acquiring organization;
b. The terms and conditions of the proposed merger or exchange;
c. The manner and basis for converting or exchanging ownership interests:
(1) In the case of a merger, the manner and basis of converting the ownership
interests of the constituent organizations into securities of the surviving
organization or of any other organization or, in whole or in part, into money
or other property; or
(2) In the case of an exchange, the manner and basis of exchanging the
ownership interests to be acquired for securities of the acquiring
organization or any other organization or, in whole or in part, into money or
other property;
d. In the case of a merger, a statement of any amendments to the originating
records of the surviving organization proposed as part of the merger; and
e. Any other provisions with respect to the proposed merger or exchange which are
deemed necessary or desirable.
2. This section does not limit the power of a corporation to acquire all or part of the
ownership interests of one or more classes or series of any other organization through
a negotiated agreement with the owners or otherwise.
1. A plan of merger or exchange must contain:
a. The name of the corporation and of each other constituent organization proposing
to merge or participate in an exchange and:
(1) In the case of a merger, the name of the surviving organization; or
(2) In the case of an exchange, the name of the acquiring organization;
b. The terms and conditions of the proposed merger or exchange;
c. The manner and basis for converting or exchanging ownership interests:
(1) In the case of a merger, the manner and basis of converting the ownership
interests of the constituent organizations into securities of the surviving
organization or of any other organization or, in whole or in part, into money
or other property; or
(2) In the case of an exchange, the manner and basis of exchanging the
ownership interests to be acquired for securities of the acquiring
organization or any other organization or, in whole or in part, into money or
other property;
d. In the case of a merger, a statement of any amendments to the originating
records of the surviving organization proposed as part of the merger; and
e. Any other provisions with respect to the proposed merger or exchange which are
deemed necessary or desirable.
2. This section does not limit the power of a corporation to acquire all or part of the
ownership interests of one or more classes or series of any other organization through
a negotiated agreement with the owners or otherwise.
Status: in_force · Read it on the official government site
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