N.D. Cent. Code § 10-32.1-64

10-32.1-64. Articles of conversion

1. Upon receiving the approval required by section 10-32.1-63, articles of conversion

must be prepared in a record that must contain:

a. A statement that the converting organization is being converted into another

organization, including:

(1) The name of the converting organization immediately before the filing of the

articles of conversion;

(2) The name to which the name of the converting organization is to be

changed, which must be a name that satisfies the laws applicable to the

converted organization;

(3) The form of organization that the converted organization will be; and

(4) The jurisdiction of the governing statute of the converted organization;

b. A statement that the plan of conversion has been approved by the converting

organization as provided in section 10-32.1-63;

c. A statement that the plan of conversion has been approved as required by the

governing statute of the converted organization;

d. The plan of conversion without organizational records;

e. A copy of the originating record of the converted organization;

f. If the converted organization is a foreign organization not authorized to transact

business or conduct activities in this state, then the street and mailing address of

an office which the secretary of state may use for the purposes of subsection 4 of

section 10-32.1-66; and

g. If the converting organization is a general partnership, then the date of origin of

the general partnership.

2. The articles of conversion must be signed on behalf of the converting organization and

filed with the secretary of state.

a. If the converted organization is a domestic organization:

(1) Then the filing of the articles of conversion must also include the filing with

the secretary of state of the originating record of the converted organization.

(2) Upon both the articles of conversion and the originating record of the

converted organization being filed with the secretary of state together with

the fees provided in section 10-32.1-92, the secretary of state shall issue a

certificate of conversion and the appropriate certificate of creation to the

converted organization or its legal representative.

b. If the converted organization is a foreign organization:

(1) That is transacting business or conducting activities in this state, then:

(a) The filing of the articles of conversion must include the filing with the

secretary of state of an application for a certificate of authority by the

converted organization.

(b) Upon both the articles of conversion and the application for a

certificate of authority by the converted organization being filed with

the secretary of state together with the fees provided in section

10-32.1-92, the secretary of state shall issue a certificate of

conversion and the appropriate certificate of authority to the converted

organization or the legal representative.

(2) That is not transacting business or conducting activities in this state, then,

upon the articles of conversion being filed with the secretary of state

together with the fees provided in section 10-32.1-92, the secretary of state

shall issue a certificate of conversion to the converted organization or its

legal representative.

3. A converting organization that 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 must change or

amend the name of the converting organization to the name of the converted

organization in each registration when filing the articles of conversion.