{"data":{"id":"us-nd/n.d.-cent.-code-10-19.1-104.1","jurisdiction":"us-nd","citation":"N.D. Cent. Code § 10-19.1-104.1","heading":"Conversion","body":"1.An organization other than a corporation may convert to a corporation, and a corporation may convert to another organization other than a general partnership as provided in this section and sections 10-19.1-104.2 through 10-19.1-104.6 and a plan of conversion, if:\na.The governing statute of the other organization authorizes the conversion;\nb.The conversion is not prohibited by the law of the jurisdiction that enacted the governing statute; and\nc.The other organization complies with its governing statute in effecting the conversion.\n2.For the purposes of sections 10-19.1-104.1 through 10-19.1-104.6, unless the context otherwise requires:\na.\"Act of the board\" means action by the board as provided in section 10-19.1-46 whether:\n(1)At a meeting of the board as provided in section 10-19.1-43; or\n(2)By a written action of the board as provided in section 10-19.1-47.\nb.\"Act of the governing body\" means action by the governing body of any organization, other than a domestic corporation, in the manner provided in the governing statute.\nc.\"Act of the owners\" means action by the owners of an organization, other than a domestic corporation, in the manner provided in its governing statute.\nd.\"Act of the shareholders\" means action by the shareholders as provided in section 10-19.1-74 whether:\n(1)At a meeting of the shareholders as provided in sections 10-19.1-71 and 10-19.1-72; or\n(2)By a written action of the shareholders as provided in section 10-19.1-75.\ne.\"Certificate of creation\" means:\n(1)A certificate of incorporation, if the converted organization is a corporation deemed to be incorporated under this chapter;\n(2)A certificate of organization, if the converted organization is a limited liability company deemed to be organized under chapter 10-32.1;\n(3)A certificate of limited partnership, if the converted organization is a limited partnership deemed to be formed under chapter 45-10.2;\n(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\n(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.\nf.\"Date of origin\" means the date on which:\n(1)A corporation which is:\n(a)The converting organization was incorporated; or\n(b)The converted organization is deemed to be incorporated;\n(2)A limited liability company which is:\n(a)The converting organization was organized; or\n(b)The converted organization is deemed to be organized;\n(3)A general partnership that is the converting organization was formed;\n(4)A limited partnership which is:\n(a)The converting organization was formed; or\n(b)The converted organization is deemed to be formed;\n(5)A limited liability partnership which is:\n(a)The converting organization was formed; or\n(b)The converted organization is deemed to be formed; and\n(6)A limited liability limited partnership which is:\n(a)The converting organization was formed; or\n(b)The converted organization is deemed to be formed.\ng.\"Filed registration\" means the registration of a limited liability partnership which has been filed with the secretary of state.\nh.\"General partnership\" means an organization formed under chapters 45-13 through 45-21.\ni.\"Organizational records\" means for an organization which is:\n(1)A corporation, its articles of incorporation and bylaws;\n(2)A limited liability company, its articles of organization, operating agreement or bylaws, and any member-control agreement;\n(3)A limited partnership, its partnership agreement;\n(4)A limited liability partnership, its partnership agreement; or\n(5)A limited liability limited partnership, its partnership agreement.","path":["Title 10 Corporations","Chapter 10-19.1 North Dakota Business Corporation Act"],"source_url":"https://ndlegis.gov/cencode/t10c19-1.pdf","current_through":"2026-07-31T11:12:02","vintage":"","retrieved_at":"2026-09-02T21:04:14Z","sha256":"a686eed3ee6aaff2d74d4b70b8817459986579d94817232fc75df964b7b16408","source_id":"us-nd","stale":true,"prev":"us-nd/n.d.-cent.-code-10-19.1-104","next":"us-nd/n.d.-cent.-code-10-19.1-104.2"},"notice":"GroundRules: Original legal text. Not legal advice."}