§ 45-21-01 — (901) Definitions - Conversions and mergers

For the purposes of this chapter, unless the context otherwise requires:
1. "Certificate of creation" means:
a. A certificate of incorporation, if the converted organization is a corporation
deemed to be incorporated under chapter 10-19.1;
b. A certificate of organization, if the converted organization is a limited liability
company deemed to be organized under chapter 10-32.1;
c. A certificate of limited partnership, if the converted organization is a limited
partnership deemed to be formed under chapter 45-10.2;
d. The filed registration, if the converted organization is a limited liability partnership
deemed to be established under chapter 45-22; or
e. 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.
2. "Constituent organization" means an organization that is party to a merger.
3. "Constituent partnership" means a constituent organization that is a partnership.
4. "Converted organization" means the organization into which a converting organization
converts pursuant to sections 45-21-01 through 45-21-07.1.
5. "Converting organization" means an organization that converts into another
organization pursuant to sections 45-21-01 through 45-21-07.1.
6. "Converting partnership" means a converting organization that is a partnership.
7. "Date of origin" means the date on which:
a. A corporation that is:
(1) The converting organization was incorporated; or
(2) The converted organization is deemed to be incorporated;
b. A limited liability company that is:
(1) The converting organization was organized; or
(2) The converted organization is deemed to be organized;
c. A general partnership that is the converting organization was formed;
d. A general partnership that is the converted organization was formed;
e. A limited partnership that is:
(1) The converting organization was formed; or
(2) The converted organization is deemed to be formed;
f. A limited liability partnership that is:
(1) The converting organization was established; or
(2) The converted organization is deemed to be established; and
g. A limited liability limited partnership that is:
(1) The converting organization was formed; or
(2) The converted organization was deemed to be formed.
8. "Filed registration" means the registration of a limited liability partnership that has been
filed with the secretary of state.
9. "General partner" means a partner in a partnership and a general partner in a limited
partnership.
10. "General partnership" means an organization formed by two or more persons under
chapters 45-13 through 45-21.
11. "Governing statute" means:
a. With respect to a domestic organization, the following chapters of this code which
govern the internal affairs of the organization:
(1) If a corporation, then chapter 10-19.1;
(2) If a limited liability company, then chapter 10-32.1;
(3) If a limited partnership, then chapter 45-10.2;
(4) If a general partnership, then chapters 45-13 through 45-21;
(5) If a limited liability partnership, then chapter 45-22; and
(6) If a limited liability limited partnership, then chapter 45-23; and

b. 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.
12. "Limited partner" means a limited partner in a limited partnership.
13. "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.
14. "Organizational records" means for an organization that is:
a. A corporation, its articles of incorporation and bylaws;
b. A limited liability company, its articles of organization, operating agreement or
bylaws, and any member-control agreement;
c. A limited partnership, its partnership agreement;
d. A general partnership, its partnership agreement;
e. A limited liability partnership, its partnership agreement; or
f. A limited liability limited partnership, its partnership agreement.
15. "Originating record" means for an organization that is:
a. A corporation, its articles of incorporation;
b. A limited liability company, its articles of organization;
c. A limited partnership, its certificate of limited partnership;
d. A limited liability partnership, its registration; or
e. A limited liability limited partnership, its certificate of limited liability limited
partnership.
16. "Ownership interest" means for an organization which is:
a. A corporation, its shares;
b. A limited liability company, its membership interests;
c. A limited partnership, its partnership interests;
d. A general partnership, its partnership interests;
e. A limited liability partnership, its partnership interests; or
f. A limited liability limited partnership, its partnership interests.
17. "Partner" includes both a general partner and a limited partner.
18. "Surviving organization" means an organization into which one or more other
organizations are merged and which:
a. May pre-exist the merger; or
b. Be created by the merger.