N.D. Cent. Code § 45-10.2-103

Current through 2024 Legislative Session

Section 45-10.2-103 - (1109) Effect of merger

1. When a merger becomes effective:

a. The surviving organization continues or comes into existence;

b. Each constituent organization that merges into the surviving organization ceases to exist as a separate entity;

c. All property owned by each constituent organization that ceases to exist vests in the surviving organization;

d. All debts, liabilities, and other obligations of each constituent organization that ceases to exist continue as obligations of the surviving organization;

e. An action or proceeding pending by or against any constituent organization that ceases to exist may be continued by the surviving organization as if the merger had not occurred;

f. Except as prohibited by other law, all of the rights, privileges, immunities, powers, and purposes of each constituent organization that ceases to exist vest in the surviving organization;

g. Except as otherwise provided in the plan of merger, the terms and conditions of the plan of merger take effect;

h. Except as otherwise agreed, if a constituent limited partnership ceases to exist, then the merger does not dissolve the limited partnership for the purposes of sections 45-10.2-66 through 45-10.2-75;

i. If the surviving organization is created by the merger and:

(1) If it is a limited partnership, then the certificate of limited partnership becomes effective; or

(2) If it is an organization other than a limited partnership, then the organizational record that creates the organization becomes effective; and

j. If the surviving organization pre-exists the merger, then any amendments provided for in the articles of merger for the organizational record that created the organization become effective.

2. A surviving organization that is a foreign organization consents to the jurisdiction of the courts of this state to enforce any obligation owed by a constituent organization, if before the merger the constituent organization was subject to suit in this state on the obligation. A surviving organization that is a foreign organization and not authorized to transact business or conduct activities in this state appoints the secretary of state as its agent for service of process for the purposes of enforcing an obligation under this subsection.

N.D.C.C. § 45-10.2-103