N.D. Cent. Code § 45-10.2-94: (1102) Conversion

1.An organization other than a limited partnership may convert to a limited partnership, and a limited partnership may convert to another organization other than a general partnership pursuant to this section and sections 45-10.2-95 through 45-10.2-99 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 45-10.2-94 through 45-10.2-99, unless the context clearly indicates a different meaning is intended:

a."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 chapter 10-32.1;

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

(4)The filed registration if the converting 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.

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

(1)A corporation that is:

(a)The converting organization was incorporated; or

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

(2)A limited liability company that 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 that is:

(a)The converting organization was formed; or

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

(5)A limited liability partnership that is:

(a)The converting organization was formed; or

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

(6)A limited liability limited partnership that is:

(a)The converting organization was formed; or

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

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

d."General partnership" shall mean an organization formed under chapters 45-13 through 45-21.

e."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.

f."Originating record" means for an organization that is:

(1)A corporation, its articles of incorporation;

(2)A limited liability company, its articles of organization;

(3)A limited partnership, its certificate of limited partnership;

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

(5)A limited liability limited partnership, its certificate of limited liability limited partnership.