N.D. Cent. Code § 45-21-01: (901) Definitions - Conversions and mergers

For the purposes of this chapter, unless the context otherwise requires:

1."Certificate of creation" means:

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

b.A certificate of organization, if the converted organization is a limited liability company deemed to be organized under chapter 10-32.1;

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

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

e.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.

2."Constituent organization" means an organization that is party to a merger.

3."Constituent partnership" means a constituent organization that is a partnership.

4."Converted organization" means the organization into which a converting organization converts pursuant to sections 45-21-01 through 45-21-07.1.

5."Converting organization" means an organization that converts into another organization pursuant to sections 45-21-01 through 45-21-07.1.

6."Converting partnership" means a converting organization that is a partnership.

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

a.A corporation that is:

(1)The converting organization was incorporated; or

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

b.A limited liability company that is:

(1)The converting organization was organized; or

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

c.A general partnership that is the converting organization was formed;

d.A general partnership that is the converted organization was formed;

e.A limited partnership that is:

(1)The converting organization was formed; or

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

f.A limited liability partnership that is:

(1)The converting organization was established; or

(2)The converted organization is deemed to be established; and

g.A limited liability limited partnership that is:

(1)The converting organization was formed; or

(2)The converted organization was deemed to be formed.

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

9."General partner" means a partner in a partnership and a general partner in a limited partnership.

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

11."Governing statute" means:

a.With respect to a domestic organization, the following chapters of this code which govern the internal affairs of the organization:

(1)If a corporation, then chapter 10-19.1;

(2)If a limited liability company, then chapter 10-32.1;

(3)If a limited partnership, then chapter 45-10.2;

(4)If a general partnership, then chapters 45-13 through 45-21;

(5)If a limited liability partnership, then chapter 45-22; and

(6)If a limited liability limited partnership, then chapter 45-23; and

b.With respect to a foreign organization, the laws of the jurisdiction under which the organization is created and under which the internal affairs of the organization are governed.

12."Limited partner" means a limited partner in a limited partnership.

13."Limited partnership" means a partnership that is formed by two or more persons under chapter 45-10.2, predecessor law, or comparable law of another jurisdiction and which has one or more general partners and one or more limited partners.

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

a.A corporation, its articles of incorporation and bylaws;

b.A limited liability company, its articles of organization, operating agreement or bylaws, and any member-control agreement;

c.A limited partnership, its partnership agreement;

d.A general partnership, its partnership agreement;

e.A limited liability partnership, its partnership agreement; or

f.A limited liability limited partnership, its partnership agreement.

15."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; or

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

16."Ownership interest" means for an organization which is:

a.A corporation, its shares;

b.A limited liability company, its membership interests;

c.A limited partnership, its partnership interests;

d.A general partnership, its partnership interests;

e.A limited liability partnership, its partnership interests; or

f.A limited liability limited partnership, its partnership interests.

17."Partner" includes both a general partner and a limited partner.

18."Surviving organization" means an organization into which one or more other organizations are merged and which:

a.May pre-exist the merger; or

b.Be created by the merger.