§ 10-33-90 — Effective date of merger or consolidation - Effect

North Dakota § 10-33-90

• Jurisdiction: North Dakota
• Title 10: Corporations
• Ch. 10-33: Nonprofit Corporations

Text

1. A merger or consolidation is effective when the articles of merger or consolidation are
filed with the secretary of state or on a later date named in the articles.
2. When a merger or consolidation becomes effective:
a. The constituent corporations become a single corporation, which, in case of
merger, is a surviving corporation or, in case of consolidation, is a new
corporation.
b. Subject to subdivision c and section 10-33-91, and except for the surviving
corporation, the separate existence of the constituent corporations ends.

c. When the agreement of merger or consolidation expressly provides for the
continuance of the corporate existence of a constituent corporation and expressly
declares the purpose for the continuance, the corporate existence of the
constituent corporation continues in the single corporation for the purpose
declared in the agreement.
d. The single corporation has the rights, privileges, immunities, and powers, and is
subject to the duties and liabilities, of a corporation formed under this chapter.
e. The single corporation has the rights, privileges, immunities, powers, and
franchises, public and private, of each constituent corporation.
f. All real or personal property, debts, including debts arising from a subscription for
membership, and interests belonging to each constituent corporation are
transferred to the single corporation without further act or deed.
g. Interest in real estate possessed by a constituent corporation does not revert to
the grantor, or otherwise, nor is it in any way impaired by reason of the merger or
consolidation; and the personal property of a constituent corporation does not
revert by reason of the merger or consolidation.
h. Except when the will or other instrument provides otherwise, and subject to
section 10-33-95, a devise, bequest, gift, or grant contained in a will or other
instrument, in trust or otherwise, made before or after the merger or consolidation
has become effective, to or for any of the constituent corporations, inures to the
single corporation.
i. Debts, liabilities, and obligations of each constituent corporation become the
debts, liabilities, and obligations of the single corporation, just as if the debts,
liabilities, and obligations had been incurred or contracted by the single
corporation.
j. Existing claims or a pending action or proceeding by or against a constituent
corporation may be prosecuted to judgment as though the merger or
consolidation had not been effected, or the single corporation may be substituted
for the constituent corporation.
k. The liabilities of the members, officers, directors, or similar groups or persons,
however denominated, of a constituent corporation are not affected by the merger
or consolidation of a constituent corporation.
l. The rights of creditors or liens upon the property of a constituent corporation are
not impaired by the merger or consolidation, but the liens are limited to the
property upon which they were liens immediately before the merger or
consolidation.
m. The articles of the surviving corporation are considered to be amended to the
extent that changes in its articles are contained in a plan of merger.
n. In the case of a consolidation, the plan of consolidation constitutes the articles of
incorporation of the new corporation.
3. a. For purposes of this subsection, "fiduciary capacity" means the capacity of a
trustee, executor, administrator, personal representative, guardian, conservator,
receiver, escrow agent, agent for the investment of money, attorney in fact, or a
similar capacity.
b. Except when the will, declaration of trust, or other instrument provides otherwise,
the single corporation is, without further act or deed, the successor of the
constituent corporation in the fiduciary capacity in which a constituent corporation
was acting at the time of the merger or consolidation and is liable to any
beneficiary as fully as if the constituent corporation had continued its separate
corporate existence.
c. If a constituent corporation is nominated and appointed, or has been nominated
and appointed, in a fiduciary capacity in a will, declaration of trust, or other
instrument, order, or judgment before or after the merger or consolidation, then
even if the will or other instrument, order, or judgment does not become operative
or effective until after the merger or consolidation becomes effective, every
fiduciary capacity and the rights, powers, privileges, duties, discretions, and

responsibilities provided for in the nomination or appointment fully vest in and are
to be exercised by the single corporation, whether there are one or more
successive mergers or consolidations.