{"data":{"id":"us-nd/n.d.-cent.-code-45-10.2-100","jurisdiction":"us-nd","citation":"N.D. Cent. Code § 45-10.2-100","heading":"(1106) Merger","body":"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:\na.The governing statute of each of the other organizations authorizes the merger;\nb.The merger is not prohibited by the law of a jurisdiction that enacted any of those governing statutes; and\nc.Each of the other organizations complies with its governing statute in effecting the merger.\n2.For the purposes of sections 45-10.2-100 through 45-10.2-103, \"originating record\" means for an organization that is:\na.A corporation, its articles of incorporation;\nb.A limited liability company, its articles of organization;\nc.A limited partnership, its certificate of limited partnership;\nd.A limited liability partnership, its registration; and\ne.A limited liability limited partnership, its certificate of limited liability limited partnership.\n3.A plan of merger must be in a record and must include:\na.The name and form of each constituent organization;\nb.The name and form of the surviving organization and:\n(1)If the surviving organization is to be created by the merger, then:\n(a)A statement to that effect; and\n(b)Its organizational record; or\n(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;\nc.The terms and conditions of the merger;\nd.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\ne.Any other provisions with respect to the proposed merger that are deemed to be necessary or desirable.","path":["Title 45 Partnerships","Chapter 45-10.2 Uniform Limited Partnership Act"],"source_url":"https://ndlegis.gov/cencode/t45c10-2.pdf","current_through":"2026-07-31T11:12:02","vintage":"","retrieved_at":"2026-09-02T21:04:14Z","sha256":"1f5c55f70570426ce26eb24429c29b9ad0156c1399d46c7f6953ec8f1f2eb128","source_id":"us-nd","stale":true,"prev":"us-nd/n.d.-cent.-code-45-10.2-99","next":"us-nd/n.d.-cent.-code-45-10.2-101"},"notice":"GroundRules: Original legal text. Not legal advice."}