N.D. Cent. Code § 45-10.2-100: (1106) Merger

1.A limited partnership may merge with one or more other constituent organizations pursuant to this section and sections 45-10.2-101 through 45-10.2-103 and a plan of merger, if:

a.The governing statute of each of the other organizations authorizes the merger;

b.The merger is not prohibited by the law of a jurisdiction that enacted any of those governing statutes; and

c.Each of the other organizations complies with its governing statute in effecting the merger.

2.For the purposes of sections 45-10.2-100 through 45-10.2-103, "originating record" means for an organization that is:

a.A corporation, its articles of incorporation;

b.A limited liability company, its articles of organization;

c.A limited partnership, its certificate of limited partnership;

d.A limited liability partnership, its registration; and

e.A limited liability limited partnership, its certificate of limited liability limited partnership.

3.A plan of merger must be in a record and must include:

a.The name and form of each constituent organization;

b.The name and form of the surviving organization and:

(1)If the surviving organization is to be created by the merger, then:

(a)A statement to that effect; and

(b)Its organizational record; or

(2)If the surviving organization is not to be created by the merger, then any amendments to be made to the organizational record of the surviving organization;

c.The terms and conditions of the merger;

d.The manner and basis for converting the interests in each constituent organization into any combination of money, interests in the surviving organization, and other consideration; and

e.Any other provisions with respect to the proposed merger that are deemed to be necessary or desirable.