N.D. Cent. Code § 10-32.1-61: Conversion

1.An organization other than a limited liability company may convert to a limited liability company, and a limited liability company may convert to another organization other than a general partnership as provided in this section, sections 10-32.1-62 through 10-32.1-66, and 10-32.1-71 and a plan of conversion, if:

a.The governing statute of the other organization authorizes the conversion;

b.The conversion is not prohibited by the law of the jurisdiction that enacted the governing statute; and

c.The other organization complies with its governing statute in effecting the conversion.

2.For the purposes of sections 10-32.1-61 through 10-32.1-66 and 10-32.1-71, unless the context otherwise requires:

a."Act of the board" means action by the board as provided in section 10-32.1-39 whether:

(1)At a meeting of the board; or

(2)By a written action of the board.

b."Act of the members" means action by the members as provided in section 10-32.1-39 whether:

(1)At a meeting of the members; or

(2)By a written action of the members.

c."Certificate of creation" means:

(1)A certificate of incorporation, if the converted organization is a corporation deemed to be incorporated under chapter 10-19.1;

(2)A certificate of organization, if the converted organization is a limited liability company deemed to be organized under this chapter;

(3)A certificate of limited partnership, if the converted organization is a limited partnership deemed to be formed under chapter 45-10.2;

(4)The filed registration of a limited liability partnership, if the converted organization is a limited liability partnership deemed to be established under chapter 45-22; or

(5)A certificate of limited liability limited partnership, if the converted organization is a limited liability limited partnership deemed to be formed under chapter 45-23.

d."Date of origin" means the date on which:

(1)A corporation which is:

(a)The converting organization was incorporated; or

(b)The converted organization is deemed to be incorporated;

(2)A limited liability company which is:

(a)The converting organization was organized; or

(b)The converted organization is deemed to be organized;

(3)A general partnership that is the converting organization was formed;

(4)A limited partnership which is:

(a)The converting organization was formed; or

(b)The converted organization is deemed to be formed;

(5)A limited liability partnership which is:

(a)The converting organization was formed; or

(b)The converted organization is deemed to be formed; and

(6)A limited liability limited partnership which is:

(a)The converting organization was formed; or

(b)The converted organization is deemed to be formed.

e."Filed registration" means the registration of a limited liability partnership which has been filed with the secretary of state.

f."General partnership" means an organization formed by two or more persons under chapters 45-13 through 45-21.

g."Organizational records" means for an organization that is:

(1)A corporation, its articles of incorporation and bylaws;

(2)A limited liability company, its articles of organization, operating agreement or bylaws, and any member-control agreement;

(3)A limited partnership, its partnership agreement;

(4)A limited liability partnership, its partnership agreement; or

(5)A limited liability limited partnership, its partnership agreement.

h."Originating records" has the meaning provided in subsection 39 of section 10-32.1-02.