North Dakota § 45-21-07 (907) Statement of merger

North Dakota Statutes

§ 45-21-07 — (907) Statement of merger

North Dakota § 45-21-07

Title 45Partnerships

Ch. 45-21Conversions and Mergers

This text of North Dakota § 45-21-07 ((907) Statement of merger) 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.

Bluebook

N.D. Cent. Code § 45-21-07 (2026).

Text

1. After a merger, the surviving organization may file a statement that one or more partnerships or other constituent organizations have merged into the surviving organization. 2. A statement of merger must be accompanied by the plan of merger without organizational records and must contain: a. The name of:

(1)The partnership;

(2)Each other constituent organization that is a party to the merger; and

(3)The surviving organization into which the other constituent organizations were merged; b. The form of organization that the surviving organization will be; c. The jurisdiction of the governing statute of the surviving organization; and d. The street address of the principal executive office of the surviving organization and of an office in this state, if any. 3. Except as otherwise provi

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1. After a merger, the surviving organization may file a statement that one or more
partnerships or other constituent organizations have merged into the surviving
organization.
2. A statement of merger must be accompanied by the plan of merger without
organizational records and must contain:
a. The name of:
(1) The partnership;
(2) Each other constituent organization that is a party to the merger; and
(3) The surviving organization into which the other constituent organizations
were merged;
b. The form of organization that the surviving organization will be;
c. The jurisdiction of the governing statute of the surviving organization; and
d. The street address of the principal executive office of the surviving organization
and of an office in this state, if any.

3. Except as otherwise provided in subsection 4, for the purposes of section 45-15-02,
property of the surviving organization which before the merger was held in the name of
another party to the merger is property held in the name of the surviving organization
upon filing a statement of merger.
4. For the purposes of section 45-15-02, real property of the surviving organization which
before the merger was held in the name of another constituent organization is property
held in the name of the surviving organization upon recording a certified copy of the
statement of merger in the office for recording transfers of that real property.
5. A filed and, if appropriate, recorded statement of merger, signed and declared to be
accurate pursuant to subsection 3 of section 45-13-05, stating the name of a
constituent partnership that is a constituent organization in whose name property was
held before the merger and the name of the surviving organization, but not containing
all of the other information required by subsection 2, operates with respect to the
constituent partnership and the surviving organization to the extent provided in
subsections 3 and 4.