N.D. Cent. Code § 10-32.1-71
This is the official text of N.D. Cent. Code § 10-32.1-71, 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.
Not legal advice. This page reproduces the official text of a government statute for reference only. Laws change, and how a statute applies depends on your specific facts. For advice about your situation, consult a licensed attorney in your state.
10-32.1-71. Restrictions on approval of mergers, exchanges, conversions, and domestications
Official statutory text
10-32.1-71. Restrictions on approval of mergers, exchanges, conversions, and
domestications.
1. If a member of a constituent, converting, or domesticating limited liability company will
have personal liability with respect to a surviving, constituent, converted, or
domesticated organization, then approval or amendment of a plan of merger,
exchange, conversion, or domestication is ineffective without the consent of the
member, unless:
a. The operating agreement of the company provides for approval of a merger,
exchange, conversion, or domestication with the consent of fewer than all the
members; and
b. The member has consented to the provision of the operating agreement.
2. A member does not give the consent required by subsection 1 merely by consenting to
a provision of the operating agreement that permits the operating agreement to be
amended with the consent of fewer than all the members.
domestications.
1. If a member of a constituent, converting, or domesticating limited liability company will
have personal liability with respect to a surviving, constituent, converted, or
domesticated organization, then approval or amendment of a plan of merger,
exchange, conversion, or domestication is ineffective without the consent of the
member, unless:
a. The operating agreement of the company provides for approval of a merger,
exchange, conversion, or domestication with the consent of fewer than all the
members; and
b. The member has consented to the provision of the operating agreement.
2. A member does not give the consent required by subsection 1 merely by consenting to
a provision of the operating agreement that permits the operating agreement to be
amended with the consent of fewer than all the members.
Status: in_force · Read it on the official government site
Need a lawyer in North Dakota?
Find a North Dakota lawyer
About this page: Statute text is reproduced from official government publishers via the
Open US Law dataset
(Vaquill AI, snapshot v2026.08, CC BY 4.0). Primary legislative text like this is public domain under the government-edicts doctrine
(Georgia v. Public.Resource.Org, 2020). We link every section back to its official source so you can verify it independently.