N.D. Cent. Code § 10-33-90

10-33-90. Effective date of merger or consolidation - Effect

1. A merger or consolidation is effective when the articles of merger or consolidation are

filed with the secretary of state or on a later date named in the articles.

2. When a merger or consolidation becomes effective:

a. The constituent corporations become a single corporation, which, in case of

merger, is a surviving corporation or, in case of consolidation, is a new

corporation.

b. Subject to subdivision c and section 10-33-91, and except for the surviving

corporation, the separate existence of the constituent corporations ends.

c. When the agreement of merger or consolidation expressly provides for the

continuance of the corporate existence of a constituent corporation and expressly

declares the purpose for the continuance, the corporate existence of the

constituent corporation continues in the single corporation for the purpose

declared in the agreement.

d. The single corporation has the rights, privileges, immunities, and powers, and is

subject to the duties and liabilities, of a corporation formed under this chapter.

e. The single corporation has the rights, privileges, immunities, powers, and

franchises, public and private, of each constituent corporation.

f. All real or personal property, debts, including debts arising from a subscription for

membership, and interests belonging to each constituent corporation are

transferred to the single corporation without further act or deed.

g. Interest in real estate possessed by a constituent corporation does not revert to

the grantor, or otherwise, nor is it in any way impaired by reason of the merger or

consolidation; and the personal property of a constituent corporation does not

revert by reason of the merger or consolidation.

h. Except when the will or other instrument provides otherwise, and subject to

section 10-33-95, a devise, bequest, gift, or grant contained in a will or other

instrument, in trust or otherwise, made before or after the merger or consolidation

has become effective, to or for any of the constituent corporations, inures to the

single corporation.

i. Debts, liabilities, and obligations of each constituent corporation become the

debts, liabilities, and obligations of the single corporation, just as if the debts,

liabilities, and obligations had been incurred or contracted by the single

corporation.

j. Existing claims or a pending action or proceeding by or against a constituent

corporation may be prosecuted to judgment as though the merger or

consolidation had not been effected, or the single corporation may be substituted

for the constituent corporation.

k. The liabilities of the members, officers, directors, or similar groups or persons,

however denominated, of a constituent corporation are not affected by the merger

or consolidation of a constituent corporation.

l. The rights of creditors or liens upon the property of a constituent corporation are

not impaired by the merger or consolidation, but the liens are limited to the

property upon which they were liens immediately before the merger or

consolidation.

m. The articles of the surviving corporation are considered to be amended to the

extent that changes in its articles are contained in a plan of merger.

n. In the case of a consolidation, the plan of consolidation constitutes the articles of

incorporation of the new corporation.

3. a. For purposes of this subsection, "fiduciary capacity" means the capacity of a

trustee, executor, administrator, personal representative, guardian, conservator,

receiver, escrow agent, agent for the investment of money, attorney in fact, or a

similar capacity.

b. Except when the will, declaration of trust, or other instrument provides otherwise,

the single corporation is, without further act or deed, the successor of the

constituent corporation in the fiduciary capacity in which a constituent corporation
ersonal representative, guardian, conservator,

receiver, escrow agent, agent for the investment of money, attorney in fact, or a

similar capacity.

b. Except when the will, declaration of trust, or other instrument provides otherwise,

the single corporation is, without further act or deed, the successor of the

constituent corporation in the fiduciary capacity in which a constituent corporation

was acting at the time of the merger or consolidation and is liable to any

beneficiary as fully as if the constituent corporation had continued its separate

corporate existence.

c. If a constituent corporation is nominated and appointed, or has been nominated

and appointed, in a fiduciary capacity in a will, declaration of trust, or other

instrument, order, or judgment before or after the merger or consolidation, then

even if the will or other instrument, order, or judgment does not become operative

or effective until after the merger or consolidation becomes effective, every

fiduciary capacity and the rights, powers, privileges, duties, discretions, and

responsibilities provided for in the nomination or appointment fully vest in and are

to be exercised by the single corporation, whether there are one or more

successive mergers or consolidations.