This text of North Dakota § 45-10.2-94 ((1102) Conversion) is published on Counsel Stack Legal Research, covering North Dakota primary law. Counsel Stack provides free access to over 12 million legal documents including statutes, case law, regulations, and constitutions.
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:
a. The governing statute of the other organization authorizes the conversion;
b. The conversion is not prohibited by the law of the jurisdiction that enacted the
governing statute; and
c. The other organization complies with its governing statute in effecting the
conversion.
2. For the purposes of sections 45-10.2-94 through 45-10.2-99, unless the context clearly
indicates a different meaning is intended:
a. "Certificate of creation" means:
(1)A certificate of incorporation, if the converted organization is a c
Free access — add to your briefcase to read the full text and ask questions with AI
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:
a. The governing statute of the other organization authorizes the conversion;
b. The conversion is not prohibited by the law of the jurisdiction that enacted the
governing statute; and
c. The other organization complies with its governing statute in effecting the
conversion.
2. For the purposes of sections 45-10.2-94 through 45-10.2-99, unless the context clearly
indicates a different meaning is intended:
a. "Certificate of creation" means:
(1) A certificate of incorporation, if the converted organization is a corporation
deemed to be incorporated under chapter 10-19.1;
(2) A certificate of organization, if the converted organization is a limited liability
company deemed to be organized under chapter 10-32.1;
(3) A certificate of limited partnership, if the converted organization is a limited
partnership deemed to be formed under this chapter;
(4) The filed registration if the converting organization is a limited liability
partnership deemed to be established under chapter 45-22; or
(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.
b. "Date of origin" means the date on which:
(1) A corporation that is:
(a) The converting organization was incorporated; or
(b) The converted organization is deemed to be incorporated;
(2) A limited liability company that is:
(a) The converting organization was organized; or
(b) The converted organization is deemed to be organized;
(3) A general partnership that is the converting organization was formed;
(4) A limited partnership that is:
(a) The converting organization was formed; or
(b) The converted organization is deemed to be formed;
(5) A limited liability partnership that is:
(a) The converting organization was formed; or
(b) The converted organization is deemed to be formed; and
(6) A limited liability limited partnership that is:
(a) The converting organization was formed; or
(b) The converted organization is deemed to be formed.
c. "Filed registration" means the registration of a limited liability partnership that has
been filed with the secretary of state.
d. "General partnership" shall mean an organization formed under chapters 45-13
through 45-21.
e. "Organizational records" means for an organization that is:
(1) A corporation, its articles of incorporation and bylaws;
(2) A limited liability company, its articles of organization, operating agreement
or bylaws, and any member-control agreement;
(3) A limited partnership, its partnership agreement;
(4) A limited liability partnership, its partnership agreement; or
(5) A limited liability limited partnership, its partnership agreement.
f. "Originating record" means for an organization that is:
(1) A corporation, its articles of incorporation;
(2) A limited liability company, its articles of organization;
(3) A limited partnership, its certificate of limited partnership;
(4) A limited liability partnership, its registration; or
(5) A limited liability limited partnership, its certificate of limited liability limited
partnership.