{"data":{"id":"us-nd/n.d.-cent.-code-45-10.2-94","jurisdiction":"us-nd","citation":"N.D. Cent. Code § 45-10.2-94","heading":"(1102) Conversion","body":"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:\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 45-10.2-94 through 45-10.2-99, unless the context clearly indicates a different meaning is intended:\na.\"Certificate of creation\" means:\n(1)A certificate of incorporation, if the converted organization is a corporation deemed to be incorporated under chapter 10-19.1;\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 this chapter;\n(4)The filed registration if the converting 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.\nb.\"Date of origin\" means the date on which:\n(1)A corporation that 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 that 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 that 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 that 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 that is:\n(a)The converting organization was formed; or\n(b)The converted organization is deemed to be formed.\nc.\"Filed registration\" means the registration of a limited liability partnership that has been filed with the secretary of state.\nd.\"General partnership\" shall mean an organization formed under chapters 45-13 through 45-21.\ne.\"Organizational records\" means for an organization that 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.\nf.\"Originating record\" means for an organization that is:\n(1)A corporation, its articles of incorporation;\n(2)A limited liability company, its articles of organization;\n(3)A limited partnership, its certificate of limited partnership;\n(4)A limited liability partnership, its registration; or\n(5)A limited liability limited partnership, its certificate of limited liability limited partnership.","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":"6d7748f73d10e6e359f3a857a72bb6c165482141ff9585272903e0a361d13c46","source_id":"us-nd","stale":true,"prev":"us-nd/n.d.-cent.-code-45-10.2-93","next":"us-nd/n.d.-cent.-code-45-10.2-95"},"notice":"GroundRules: Original legal text. Not legal advice."}