Abandonment of conversion
N.D. Cent. Code § 45-21-04.1
in effect45-21-04.1. Abandonment of conversion
1. If the statement of conversion has not been filed with the secretary of state, and:
a. If the converting organization is a partnership, then subject to any contractual
rights, after a conversion is approved, and at any time before the effective date of
the plan, a converting partnership may abandon the planned conversion:
(1) As provided in the plan; and
(2) Except as provided otherwise by the plan, by the same consent as was
required to approve the plan.
b. If the converting organization is not a partnership, then the abandonment of the
plan of conversion must comply with its governing statute.
2. If the statement of conversion has been filed with the secretary of state, but has not
yet become effective, then the converting organization shall file with the secretary of
state articles of abandonment that contain:
a. The name of the converting organization;
b. The provision of this section under which the plan is abandoned; and
c. If the plan is abandoned:
(1) By the consent of all of the partners, then the text of the resolution
abandoning the plan; or
(2) As provided in the plan, then a statement that the plan provides for
abandonment and that all conditions for abandonment set forth in the plan
are met.
Source: Open US Law by Vaquill AI (CC BY 4.0)URL: https://ndlegis.gov/cencode/t45c21.pdf#nameddest=45-21-04p1Fetched: 10/16/2026