Legal Memorandum: Transfer of Title to Property in ND

Issue: What is the law governing transfer of title to property post-conversion of general partnership to limited liability partnership in North Dakota?

Area of Law: Business Organizations & Contracts
Keywords: Transfer of title to property; Conversion of company's assets
Jurisdiction: North Dakota
Cited Cases: None
Cited Statutes: N.D. Cent. Code § 45-21-04.2(2)(b) (2009)
Date: 11/01/2010

The North Dakota conversion statute operates to affect the ownership of the converting company’s assets.

Upon a conversion becoming effective:

. . . .


(2)        All property owned by the converting organization remains vested in the converted organization;


(3)        All debts, liabilities, and other obligations of the converting organization continue as obligations of the converted organization;

N.D. Cent. Code § 45-21-04.2(2)(b) (2009) .

Based on a plain reading of the statute, property initially owned by the general partnership would be vested in the LLP post-conversion and the obligations of the general partnership (i.e., the obligations under the lease) are now the obligations of the LLP post-conversion. 


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