{"data":{"id":"us-nd/n.d.-cent.-code-45-21-01","jurisdiction":"us-nd","citation":"N.D. Cent. Code § 45-21-01","heading":"(901) Definitions - Conversions and mergers","body":"For the purposes of this chapter, unless the context otherwise requires:\n1.\"Certificate of creation\" means:\na.A certificate of incorporation, if the converted organization is a corporation deemed to be incorporated under chapter 10-19.1;\nb.A certificate of organization, if the converted organization is a limited liability company deemed to be organized under chapter 10-32.1;\nc.A certificate of limited partnership, if the converted organization is a limited partnership deemed to be formed under chapter 45-10.2;\nd.The filed registration, if the converted organization is a limited liability partnership deemed to be established under chapter 45-22; or\ne.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.\n2.\"Constituent organization\" means an organization that is party to a merger.\n3.\"Constituent partnership\" means a constituent organization that is a partnership.\n4.\"Converted organization\" means the organization into which a converting organization converts pursuant to sections 45-21-01 through 45-21-07.1.\n5.\"Converting organization\" means an organization that converts into another organization pursuant to sections 45-21-01 through 45-21-07.1.\n6.\"Converting partnership\" means a converting organization that is a partnership.\n7.\"Date of origin\" means the date on which:\na.A corporation that is:\n(1)The converting organization was incorporated; or\n(2)The converted organization is deemed to be incorporated;\nb.A limited liability company that is:\n(1)The converting organization was organized; or\n(2)The converted organization is deemed to be organized;\nc.A general partnership that is the converting organization was formed;\nd.A general partnership that is the converted organization was formed;\ne.A limited partnership that is:\n(1)The converting organization was formed; or\n(2)The converted organization is deemed to be formed;\nf.A limited liability partnership that is:\n(1)The converting organization was established; or\n(2)The converted organization is deemed to be established; and\ng.A limited liability limited partnership that is:\n(1)The converting organization was formed; or\n(2)The converted organization was deemed to be formed.\n8.\"Filed registration\" means the registration of a limited liability partnership that has been filed with the secretary of state.\n9.\"General partner\" means a partner in a partnership and a general partner in a limited partnership.\n10.\"General partnership\" means an organization formed by two or more persons under chapters 45-13 through 45-21.\n11.\"Governing statute\" means:\na.With respect to a domestic organization, the following chapters of this code which govern the internal affairs of the organization:\n(1)If a corporation, then chapter 10-19.1;\n(2)If a limited liability company, then chapter 10-32.1;\n(3)If a limited partnership, then chapter 45-10.2;\n(4)If a general partnership, then chapters 45-13 through 45-21;\n(5)If a limited liability partnership, then chapter 45-22; and\n(6)If a limited liability limited partnership, then chapter 45-23; and\nb.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.\n12.\"Limited partner\" means a limited partner in a limited partnership.\n13.\"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.\n14.\"Organizational records\" means for an organization that is:\na.A corporation, its articles of incorporation and bylaws;\nb.A limited liability company, its articles of organization, operating agreement or bylaws, and any member-control agreement;\nc.A limited partnership, its partnership agreement;\nd.A general partnership, its partnership agreement;\ne.A limited liability partnership, its partnership agreement; or\nf.A limited liability limited partnership, its partnership agreement.\n15.\"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; or\ne.A limited liability limited partnership, its certificate of limited liability limited partnership.\n16.\"Ownership interest\" means for an organization which is:\na.A corporation, its shares;\nb.A limited liability company, its membership interests;\nc.A limited partnership, its partnership interests;\nd.A general partnership, its partnership interests;\ne.A limited liability partnership, its partnership interests; or\nf.A limited liability limited partnership, its partnership interests.\n17.\"Partner\" includes both a general partner and a limited partner.\n18.\"Surviving organization\" means an organization into which one or more other organizations are merged and which:\na.May pre-exist the merger; or\nb.Be created by the merger.","path":["Title 45 Partnerships","Chapter 45-21 Conversions And Mergers"],"source_url":"https://ndlegis.gov/cencode/t45c21.pdf","current_through":"2026-07-31T11:12:02","vintage":"","retrieved_at":"2026-09-02T21:04:14Z","sha256":"77bd38b7735f4f0886df962af780e5bd61bf16c5b63bad7f71742ed115e55434","source_id":"us-nd","stale":true,"prev":"us-nd/n.d.-cent.-code-45-20-08","next":"us-nd/n.d.-cent.-code-45-21-02"},"notice":"GroundRules: Original legal text. Not legal advice."}