N.D. Cent. Code § 10-32.1-58
This is the official text of N.D. Cent. Code § 10-32.1-58, 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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10-32.1-58. Filings required for a merger or exchange - Effective date
Official statutory text
10-32.1-58. Filings required for a merger or exchange - Effective date
1. After each constituent organization has approved a plan of merger or exchange,
articles of merger or exchange must be signed on behalf of:
a. Each constituent limited liability company, as provided in subsection 47 of section
10-32.1-02; and
b. Each other constituent organization, as provided in its governing statute.
2. Articles of merger under this section must include:
a. The name and form of each constituent organization and the jurisdiction of its
governing statute;
b. The name and form of the surviving organization, the jurisdiction of its governing
statute, and, if the surviving organization is created by the merger, then a
statement to that effect;
c. The date the merger is effective under the governing statute of the surviving
organization;
d. If the surviving organization is to be created by the merger:
(1) If it will be a limited liability company, then the articles of organization of the
company; or
(2) If it will be an organization other than a limited liability company, then the
organizational document that creates the organization that is in a public
record;
e. If the surviving organization pre-exists the merger, then any amendments
provided for in the plan of merger for the organizational document that created
the organization that are in a public record;
f. A statement as to each constituent organization that the merger was approved as
required by the governing statute of the organization;
g. If the surviving organization is a foreign organization not authorized to transact
business in this state, then the address of an office that the secretary of state
may use for the purposes of subsection 2 of section 10-32.1-59; and
h. Any additional information required by the governing statute of any constituent
organization.
3. Articles of exchange under this section must include:
a. The name and form of each constituent organization and the jurisdiction of its
governing statute;
b. 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;
c. The date the exchange is effective under the governing statute of the acquiring
organization;
d. A statement as to each constituent organization that the exchange was approved
as required by the governing statute of the organization; and
e. Any additional information required by the governing statute of any constituent
organization.
4. The articles of merger or exchange, together with the fees provided in section
10-32.1-92, shall be filed with the secretary of state.
5. With respect to the effective date of merger or exchange:
a. A merger becomes effective under sections 10-32.1-55 through 10-32.1-59 and
10-32.1-71:
(1) If the surviving organization is a limited liability company, then upon the later
of:
(a) Compliance with subsection 4; or
(b) Subject to subsection 3 of section 10-32.1-86, the effective date
specified in the articles of merger; or
(2) If the surviving organization is not a limited liability company, then as
provided by the governing statute of the surviving organization.
b. An exchange becomes effective under sections 10-32.1-55 through 10-32.1-58,
10-32.1-60, and 10-32.1-71 upon the later of:
(1) Compliance with subsection 4; or
(2) Subject to subsection 3 of section 10-32.1-86, the effective date specified in
the articles of exchange.
1. After each constituent organization has approved a plan of merger or exchange,
articles of merger or exchange must be signed on behalf of:
a. Each constituent limited liability company, as provided in subsection 47 of section
10-32.1-02; and
b. Each other constituent organization, as provided in its governing statute.
2. Articles of merger under this section must include:
a. The name and form of each constituent organization and the jurisdiction of its
governing statute;
b. The name and form of the surviving organization, the jurisdiction of its governing
statute, and, if the surviving organization is created by the merger, then a
statement to that effect;
c. The date the merger is effective under the governing statute of the surviving
organization;
d. If the surviving organization is to be created by the merger:
(1) If it will be a limited liability company, then the articles of organization of the
company; or
(2) If it will be an organization other than a limited liability company, then the
organizational document that creates the organization that is in a public
record;
e. If the surviving organization pre-exists the merger, then any amendments
provided for in the plan of merger for the organizational document that created
the organization that are in a public record;
f. A statement as to each constituent organization that the merger was approved as
required by the governing statute of the organization;
g. If the surviving organization is a foreign organization not authorized to transact
business in this state, then the address of an office that the secretary of state
may use for the purposes of subsection 2 of section 10-32.1-59; and
h. Any additional information required by the governing statute of any constituent
organization.
3. Articles of exchange under this section must include:
a. The name and form of each constituent organization and the jurisdiction of its
governing statute;
b. 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;
c. The date the exchange is effective under the governing statute of the acquiring
organization;
d. A statement as to each constituent organization that the exchange was approved
as required by the governing statute of the organization; and
e. Any additional information required by the governing statute of any constituent
organization.
4. The articles of merger or exchange, together with the fees provided in section
10-32.1-92, shall be filed with the secretary of state.
5. With respect to the effective date of merger or exchange:
a. A merger becomes effective under sections 10-32.1-55 through 10-32.1-59 and
10-32.1-71:
(1) If the surviving organization is a limited liability company, then upon the later
of:
(a) Compliance with subsection 4; or
(b) Subject to subsection 3 of section 10-32.1-86, the effective date
specified in the articles of merger; or
(2) If the surviving organization is not a limited liability company, then as
provided by the governing statute of the surviving organization.
b. An exchange becomes effective under sections 10-32.1-55 through 10-32.1-58,
10-32.1-60, and 10-32.1-71 upon the later of:
(1) Compliance with subsection 4; or
(2) Subject to subsection 3 of section 10-32.1-86, the effective date specified in
the articles of exchange.
Status: in_force · Read it on the official government site
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