N.D. Cent. Code § 10-32.1-59

10-32.1-59. Effect of a merger

1. When a merger becomes effective:

a. The surviving organization continues or comes into existence;

b. Each constituent organization that merges into the surviving organization ceases

to exist as a separate entity;

c. All property owned by each constituent organization that ceases to exist vests in

the surviving organization upon compliance with the transfer requirements of

applicable law;

d. All debts, obligations, or other liabilities of each constituent organization that

ceases to exist continue as debts, obligations, or other liabilities of the surviving

organization;

e. An action or proceeding pending by or against any constituent organization that

ceases to exist may be continued as if the merger had not occurred;

f. Except as prohibited by other law, all of the rights, privileges, immunities, powers,

and purposes of each constituent organization that ceases to exist vest in the

surviving organization;

g. Except as otherwise provided in the plan of merger, the terms and conditions of

the plan of merger take effect;

h. Except as otherwise agreed, if a constituent limited liability company ceases to

exist, then the merger does not dissolve the limited liability company for the

purposes of sections 10-32.1-50 through 10-32.1-54;

i. If the surviving organization is created by the merger:

(1) If it is a limited liability company, then the articles of organization become

effective; or

(2) If it is an organization other than a limited liability company, then the

originating record that creates the organization becomes effective; and

j. If the surviving organization pre-existed the merger, then any amendments

provided for in the articles of merger or the originating record that created the

organization become effective.

2. A surviving organization that is a foreign organization consents to the jurisdiction of the

courts of this state to enforce any debt, obligation, or other liability owed by a

constituent organization if before the merger the constituent organization was subject

to suit in this state on the debt, obligation, or other liability. A surviving 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 the purposes of enforcing a

debt, obligation, or other liability under this subsection. Service of process on the

secretary of state under this subsection must be made in the same manner and has

the same consequences as in section 10-32.1-19.

3. As to any limited liability company that was a constituent organization and is not the

surviving constituent organization, the articles of merger serve as the articles of

dissolution and termination and, unless previously filed, the notice of dissolution.