N.D. Cent. Code § 10-32.1-56

10-32.1-56. Merger and exchange

1. A limited liability company may merge with one or more other constituent organizations

pursuant to this section, sections 10-32.1-55 through 10-32.1-59, 10-32.1-71, and a

plan of merger if:

a. The governing statute of each of the other organizations authorizes the merger;

b. The merger is not prohibited by the law of a jurisdiction that enacted any of the

governing statutes; and

c. Each of the other organizations complies with its governing statute in effecting the

merger.

2. A limited liability company may engage in an exchange with one or more other

constituent organizations pursuant to this section by which one of the constituent

organizations acquires all of the ownership interests of one or more classes or series

of another constituent organization pursuant to this section, sections 10-32.1-55

through 10-32.1-58, 10-32.1-60, and 10-32.1-71, and a plan of exchange if:

a. The governing statute of each of the other constituent organizations authorizes

the exchange;

b. The exchange is not prohibited by the law of a jurisdiction that enacted any of the

governing statutes; and

c. Each of the other constituent organizations complies with its governing statute in

effecting the exchange.

3. A plan of merger or exchange must be in a record and must include:

a. The name and form of each constituent organization and:

b. In the case of a merger:

(1) The name and form of the surviving organization and, if the surviving

organization is to be created by the merger, then a statement to that effect;

(2) The terms and conditions of the merger, including the manner and basis for

converting the interests in each constituent organization into any

combination of money, interests in the surviving organization, and other

consideration; and

(3) If the surviving organization is to be created by the merger, then the

originating record of the surviving organization that is proposed to be in a

record;

(4) If the surviving organization is not to be created by the merger, then any

amendments to be made by the merger to the organizational documents of

the surviving organization that are, or are proposed to be, in a record; and

(5) Any other provisions with respect to the proposed merger that are

considered necessary or desirable.

c. In the case of an exchange:

(1) The name of the acquiring organization;

(2) The terms and conditions of the exchange, including the manner and basis

of exchanging the ownership interests to be acquired for securities of, or

other ownership interests in, the acquiring organization or any other

organization or, in whole or part, for money or other property; and

(3) Any other provisions with respect to the proposed exchange that are

considered necessary or desirable.

4. If an organization is not the surviving organization but is the owner of a service mark,

trademark, or trade name, is a general partner named in a fictitious name certificate, is

a general partner in a limited partnership or a limited liability limited partnership, or is a

managing partner of a limited liability partnership that is on file with the secretary of

state, then it must change or amend the name of the organization to its name in each

registration when filing the articles of merger.