N.D. Cent. Code § 10-32.1-55

10-32.1-55. Merger, conversion, and domestication - Definitions

For the purposes of sections 10-32.1-55 through 10-32.1-71, unless the context otherwise

requires:

1. "Constituent limited liability company" means a constituent organization that is a

limited liability company.

2. "Constituent organization" means an organization that is party to a merger or

exchange.

3. "Converted organization" means the organization into which a converting organization

converts pursuant to sections 10-32.1-61 through 10-32.1-66.

4. "Converting limited liability company" means a converting organization that is a limited

liability company.

5. "Converting organization" means an organization that converts into another

organization pursuant to section 10-32.1-61.

6. "Domesticated company" means the company that exists after a domesticating foreign

limited liability company or limited liability company effects a domestication pursuant to

sections 10-32.1-67 through 10-32.1-71.

7. "Domesticating company" means the company that effects a domestication pursuant to

sections 10-32.1-67 through 10-32.1-71.

8. "Governing statute" of an organization means:

a. With respect to a domestic organization, the following chapters of this code which

govern the internal affairs of the organization:

(1) If a corporation, then chapter 10-19.1;

(2) If a limited liability company, then this chapter;

(3) If a general partnership, then chapters 45-13 through 45-21;

(4) If a limited partnership, then chapter 45-10.2;

(5) If a limited liability partnership, then chapter 45-22; and

(6) If a limited liability limited partnership, then chapter 45-23; and

b. With respect to a foreign organization, the laws of the jurisdiction under which the

organization is created and which govern the internal affairs of the organization.

9. "Organization" has the meaning provided in subsection 38 of section 10-32.1-02.

10. "Organizational documents" means:

a. For a domestic or foreign general partnership, its partnership agreement;

b. For a limited partnership or foreign limited partnership, its certificate of limited

partnership and partnership agreement;

c. For a domestic or foreign limited liability company, its certificate or articles of

organization and operating agreement, or comparable records as provided in its

governing statute;

d. For a business trust, its agreement of trust and declaration of trust;

e. For a domestic or foreign corporation for profit, its articles of incorporation,

bylaws, and other agreements among its shareholders which are authorized by

its governing statute, or comparable records as provided in its governing statute;

and

f. For any other organization, the basic records that create the organization and

determine its internal governance and the relations among the persons that own

it, have an interest in it, or are members of it.

11. "Originating Records" has the meaning provided in subsection 39 of section

10-32.1-02.

12. "Personal liability" means liability for a debt, obligation, or other liability of an

organization which is imposed on a person that co-owns, has an interest in, or is a

member of the organization:

a. By the governing statute solely by reason of the person co-owning, having an

interest in, or being a member of the organization; or

b. By the organizational documents of the organization under a provision of the

governing statute authorizing those documents to make one or more specified

persons liable for all or specified debts, obligations, or other liabilities of the

organization solely by reason of the person or persons co-owning, having an

interest, or interests in, or being a member, or members of the organization.

13. "Surviving organization" means the organization resulting from a merger which:

a. May pre-exist the merger; or

b. May be created by the merger.