{"data":{"id":"us-nd/n.d.-cent.-code-45-10.2-106","jurisdiction":"us-nd","citation":"N.D. Cent. Code § 45-10.2-106","heading":"(1112) Power of general partners and persons dissociated as general partners to bind organization after conversion or merger","body":"1.An act of a person that immediately before a conversion or merger became effective was a general partner in a converting or constituent limited partnership binds the converted or surviving organization after the conversion or merger becomes effective, if:\na.Before the conversion or merger became effective, the act would have bound the converting or constituent limited partnership under section 45-10.2-38; and\nb.At the time the third party enters into the transaction, the third party:\n(1)Does not have notice of the conversion or merger; and\n(2)Reasonably believes that:\n(a)The converted or surviving organization or business is the converting or constituent limited partnership; and\n(b)The person is a general partner in the converting or constituent limited partnership.\n2.An act of a person that before a conversion or merger became effective was dissociated as a general partner from a converting or constituent limited partnership binds the converted or surviving organization after the conversion or merger becomes effective, if:\na.Before the conversion or merger became effective, the act would have bound the converting or constituent limited partnership under section 45-10.2-38 if the person had been a general partner; and\nb.At the time the third party enters into the transaction, less than two years have passed since the person dissociated as a general partner and the third party:\n(1)Does not have notice of the dissociation;\n(2)Does not have notice of the conversion or merger; and\n(3)Reasonably believes that:\n(a)The converted or surviving organization or business is the converting or constituent limited partnership; and\n(b)The person is a general partner in the converting or constituent limited partnership.\n3.If a person having knowledge of the conversion or merger causes a converted or surviving organization to incur an obligation under subsection 1 or 2, then the person is liable:\na.To the converted or surviving organization for any damage caused to the organization arising from the obligation; and\nb.If another person is liable for the obligation, then to that other person for any damage caused to that other person arising from the liability.","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":"1b3e2c020c386a6f2e610a9a021186af557734555c192041535dc39f4dd7b761","source_id":"us-nd","stale":true,"prev":"us-nd/n.d.-cent.-code-45-10.2-105","next":"us-nd/n.d.-cent.-code-45-10.2-107"},"notice":"GroundRules: Original legal text. Not legal advice."}