N.D. Cent. Code § 10-32.1-65
This is the official text of N.D. Cent. Code § 10-32.1-65, 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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10-32.1-65. Abandonment of a conversion
Official statutory text
10-32.1-65. Abandonment of a conversion
1. If the articles of conversion have not been filed with the secretary of state, and:
a. If the converting organization is a limited liability company, then:
(1) Before a plan of conversion has been approved by the converting limited
liability company as provided in section 10-32.1-63, it may be abandoned by
an act of its board.
(2) After a plan of conversion has been approved by the converting limited
liability company as provided in section 10-32.1-63, and before the effective
date of the plan, it may be abandoned:
(a) If the members of the converting limited liability company entitled to
vote on the approval of the plan as provided in section 10-32.1-63
have approved the abandonment by an act of the members; or
(b) If the plan provides for abandonment and if all conditions for
abandonment set forth in the plan are met.
b. If the converting organization is not a limited liability company, then the
abandonment of the plan of conversion must comply with its governing statute.
2. If articles of conversion have been filed with the secretary of state, but have not yet
become effective, then the converting organization shall file with the secretary of state
articles of abandonment that contain:
a. The name of the converting organization;
b. The provision of this section under which the plan is abandoned; and
c. If the plan is abandoned:
(1) By an act of the board under paragraph 1 of subdivision a of subsection 1,
or by an act of the members under subparagraph a of paragraph 2 of
subdivision a of subsection 1, then the text of the resolution abandoning the
plan; or
(2) As provided in the plan under subparagraph b of paragraph 2 of subdivision
a of subsection 1, then a statement that the plan provides for abandonment
and that all conditions for abandonment set forth in the plan are met.
1. If the articles of conversion have not been filed with the secretary of state, and:
a. If the converting organization is a limited liability company, then:
(1) Before a plan of conversion has been approved by the converting limited
liability company as provided in section 10-32.1-63, it may be abandoned by
an act of its board.
(2) After a plan of conversion has been approved by the converting limited
liability company as provided in section 10-32.1-63, and before the effective
date of the plan, it may be abandoned:
(a) If the members of the converting limited liability company entitled to
vote on the approval of the plan as provided in section 10-32.1-63
have approved the abandonment by an act of the members; or
(b) If the plan provides for abandonment and if all conditions for
abandonment set forth in the plan are met.
b. If the converting organization is not a limited liability company, then the
abandonment of the plan of conversion must comply with its governing statute.
2. If articles of conversion have been filed with the secretary of state, but have not yet
become effective, then the converting organization shall file with the secretary of state
articles of abandonment that contain:
a. The name of the converting organization;
b. The provision of this section under which the plan is abandoned; and
c. If the plan is abandoned:
(1) By an act of the board under paragraph 1 of subdivision a of subsection 1,
or by an act of the members under subparagraph a of paragraph 2 of
subdivision a of subsection 1, then the text of the resolution abandoning the
plan; or
(2) As provided in the plan under subparagraph b of paragraph 2 of subdivision
a of subsection 1, then a statement that the plan provides for abandonment
and that all conditions for abandonment set forth in the plan are met.
Status: in_force · Read it on the official government site
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