N.D. Cent. Code § 45-22-02 — ND Code / Title 45 / Chapter 45-22 / Section 45-22-02
45-22-02. Applicability of chapters 45-13 through 45-21
Status: in_force

45-22-02. Applicability of chapters 45-13 through 45-21

In any case not provided for in this chapter, chapters 45-13 through 45-21 govern. If any

provision of this chapter conflicts with chapters 45-13 through 45-21, that provision of this

chapter takes precedence.
N.D. Cent. Code § 45-10.2-97 — ND Code / Title 45 / Chapter 45-10.2 / Section 45-10.2-97
45-10.2-97. Articles of conversion
Status: in_force

45-10.2-97. Articles of conversion

1. Upon receiving the approval required by section 45-10.2-96, articles of conversion

must be prepared in a record that must contain:

a. A statement that the converting organization is being converted into another

organization, including:

(1) The name of the converting organization immediately before the filing of the

articles of conversion;

(2) The name to which the name of the converting organization is to be

changed, which must be a name that satisfies the laws applicable to the

converted organization;

(3) The form of organization that the converted organization will be; and

(4) The jurisdiction of the governing statute of the converted organization;

b. A statement that the plan of conversion has been approved by the converting

organization as provided in section 45-10.2-96;

c. A statement that the plan of conversion has been approved as required by the

governing statute of the converted organization;

d. The plan of conversion without the organizational records;

e. A copy of the originating record of the converted organization; and

f. If the converted organization is a foreign organization not authorized to transact

business or conduct activities in this state, then the street and mailing address of

an office which the secretary of state may use for the purposes of subsection 4 of

section 45-10.2-99.

2. The articles of conversion must be signed on behalf of the converting organization and

filed with the secretary of state.

a. If the converted organization is a domestic organization, then:

(1) The filing of the articles of conversion must also include the filing with the

secretary of state of the originating record of the converted organization.

(2) Upon both the articles of conversion and the originating record of the

converted organization being filed with the secretary of state, the secretary

of state shall issue a certificate of conversion and the appropriate certificate

of creation to the converted organization or its legal representative.

b. If the converted organization is a foreign organization:

(1) That is transacting business or conducting activities in this state, then:

(a) The filing of the articles of conversion must include the filing with the

secretary of state of an application for a certificate of authority by the

converted organization.

(b) Upon both the articles of conversion and the application for a

certificate of authority by the converted organization being filed with

the secretary of state, the secretary of state shall issue a certificate of

conversion and the appropriate certificate of authority to the converted

organization or the legal representative.

(2) That is not transacting business or conducting activities in this state, then

upon the articles of conversion being filed with the secretary of state, the

secretary of state shall issue a certificate of conversion to the converted

organization or its legal representative.

3. A converting organization that is the owner of a service mark, trademark, or trade

name, is a general partner named in a fictitious name certificate, or is a general

partner in a limited partnership that is on file with the secretary of state must change or

amend the name of the converting organization to the name of the converted

organization in each registration when filing the articles of conversion.
N.D. Cent. Code § 45-22-23 — ND Code / Title 45 / Chapter 45-22 / Section 45-22-23
45-22-23. Secretary of state - Powers - Enforcement - Penalty - Appeal
Status: in_force

45-22-23. Secretary of state - Powers - Enforcement - Penalty - Appeal

1. The secretary of state shall administer this chapter.

2. The secretary of state may propound to any limited liability partnership subject to this

chapter and to any partner any interrogatory reasonably necessary and proper to

ascertain whether the partnership has complied with this chapter.

a. Any interrogatory must be answered within thirty days after mailing or within any

additional time fixed by the secretary of state. Every answer to the interrogatory

must be full and complete and be made in writing and under oath.

b. If an interrogatory is directed:

(1) To an individual, the interrogatory must be answered by that individual;

(2) To a domestic limited liability partnership, the interrogatory must be

answered by a managing partner; or

(3) To a foreign limited liability partnership, the interrogatory must be answered

by a resident partner or, if no partner is a resident partner, a partner

designated by the foreign limited liability partnership.

c. The secretary of state need not file any record to which an interrogatory relates

until the interrogatory is answered, except if the answers disclose the record is

not in conformity with this chapter.

d. The secretary of state shall certify to the attorney general, for any action the

attorney general determines appropriate, any interrogatory and answers that

disclose a violation of this chapter.

e. Each managing partner of a domestic limited liability partnership or a resident

partner or designated partner of a foreign limited liability partnership who fails or

refuses within the time provided by this section to answer truthfully and fully every

interrogatory propounded to that person by the secretary of state is guilty of an

infraction.

f. Any interrogatory propounded by the secretary of state and the answers are not

open to public inspection under section 44-04-18. The secretary of state may not

disclose any fact or information obtained from an interrogatory except to the

extent permitted by law or required for evidence in any criminal proceeding or

other action by this state.

3. If the secretary of state rejects any record required by this chapter to be approved by

the secretary of state before the record may be filed, the secretary of state shall give

written notice of the rejection to the person that delivered the record, specifying the

reasons for rejection.

a. Within thirty days after the service of the notice of denial, the limited liability

partnership may appeal to the district court in the judicial district serving Burleigh

County by filing with the clerk of that court a petition setting forth a copy of the

record sought to be filed and a copy of the written rejection of the record by the

secretary of state. The court shall try the matter de novo.

b. The court shall sustain the action of the secretary of state or direct the secretary

of state to take any action the court determines proper.

4. If the secretary of state revokes the registration of any foreign limited liability

partnership pursuant to section 45-22-16, then the foreign limited liability partnership

may appeal to district court in the judicial district serving Burleigh County by filing with

the clerk of that court a petition, including:

a. A copy of the foreign limited liability partnership's registration; and

b. A copy of the notice of revocation given by the secretary of state. The court shall

try the matter de novo. The court shall sustain the action of the secretary of state

or direct the secretary of state to take any action the court determines proper.

5. If the court order sought is one for reinstatement of a domestic limited liability

partnership registration that has been revoked as provided in subsection 5 of section

45-22-22.1, or for reinstatement of the registration of a foreign limited liability

partnership that has been revoked as provided in subsection 6 of section 45-22-21.1,

then, together with any other action the court deems proper, any such order which

orders the reinstatement of the registration of a domestic or foreign limited liability

partnership registration shall require the domestic or foreign limited liability partnership

to:

a. File the most recent past-due annual report;

b. Pay the fees to the secretary of state for all past-due annual reports as provided

in subsection 1 of section 45-22-22; and

c. Pay the reinstatement fee to the secretary of state as provided in subsection 1 of

section 45-22-22.

6. The attorney general may maintain an action to restrain a foreign limited liability

partnership from transacting business in this state in violation of this chapter.
N.D. Cent. Code § 45-22-10 — ND Code / Title 45 / Chapter 45-22 / Section 45-22-10
45-22-10. Liability of partners for illegal distributions
Status: in_force

45-22-10. Liability of partners for illegal distributions

With respect to the liability of partners for illegal distributions:

1. Except as provided in subsection 3, a partner who receives a distribution from a

domestic limited liability partnership which would have been in violation of section

10-19.1-92 had the limited liability partnership been a corporation with a board of

directors is liable to the domestic limited liability partnership, the domestic limited

liability partnership's receiver, or other person winding up the domestic limited liability

partnership's affairs, but only to the extent that the distribution received by the partner

exceeded the amount that properly could have been paid under section 10-19.1-92.

2. An action may not be commenced under this section more than two years from the

date of the distribution.

3. A partner actively engaged in the partnership business is not liable to the domestic

limited liability partnership for any distribution that is or was regularly paid to the

partner on account of engagement in the partnership business to the extent the

distribution is reasonable compensation for the partner's services to or on behalf of the

partnership.
N.D. Cent. Code § 45-23-02 — ND Code / Title 45 / Chapter 45-23 / Section 45-23-02
45-23-02. Applicability of chapter 45-10.2
Status: in_force

45-23-02. Applicability of chapter 45-10.2

1. In any case not provided for in this chapter, chapter 45-10.2 governs.

2. If applying chapter 45-10.2 to a limited liability limited partnership and unless the

context otherwise requires:

a. All references in chapter 45-10.2 to "limited partnership" refer to "limited liability

limited partnership"; and

b. All references in chapter 45-10.2 to "foreign limited partnership" refer to "foreign

limited liability limited partnership".

3. If any provision of this chapter conflicts with chapter 45-10.2, that provision of this

chapter takes precedence.
N.D. Cent. Code § 45-11-02.1 — ND Code / Title 45 / Chapter 45-11 / Section 45-11-02.1
45-11-02.1. Electronic filing of fictitious name certificate
Status: in_force

45-11-02.1. Electronic filing of fictitious name certificate

A partnership may file a fictitious name certificate by electronic communication with the

secretary of state. The following definitions apply to electronic fictitious name certificate filings

with the secretary of state:

1. "Electronic" means relating to technology having electrical, digital, magnetic, wireless,

optical, electromagnetic, or similar capabilities.

2. "Electronic communication" means any form of communication acceptable to the

secretary of state, not directly involving the physical transmission of paper:

a. That creates a record that may be retained, retrieved, and reviewed by a recipient

of the communication; and

b. That may be directly reproduced in paper form by the recipient through an

automated process.

3. "Electronic record" means a record created, generated, sent, communicated, received,

or stored by electronic means.

4. "Electronic signature" means an electronic sound, symbol, or process attached to or

logically associated with a record and executed or adopted by a person with the intent

to sign the record.

5. "Legal recognition" means a record or signature may not be denied legal effect or

enforceability solely because it is in electronic form. If a provision of this chapter

requires:

a. A record to be in writing, an electronic record satisfies the requirement.

b. A signature, an electronic signature satisfies the requirement.

6. "Signed" means that the signature of a person, which may be a facsimile affixed,

engraved, printed, placed, stamped with indelible ink, transmitted by facsimile

telecommunication or electronically, or in any other manner reproduced on the

document, and is communicated by a method or medium of communication

acceptable to the secretary of state.
N.D. Cent. Code § 45-10.2-58 — ND Code / Title 45 / Chapter 45-10.2 / Section 45-10.2-58
45-10.2-58. (604) Power of a person to dissociate as a general partner - Wrongful dissociation
Status: in_force

45-10.2-58. (604) Power of a person to dissociate as a general partner - Wrongful

dissociation.

1. A person has the power to dissociate as a general partner at any time, rightfully or

wrongfully, by express will pursuant to subsection 1 of section 45-10.2-57.

2. The dissociation of a person as a general partner is wrongful only if:

a. It is in breach of an express provision of the partnership agreement; or

b. It occurs before the termination of the limited partnership and:

(1) The person withdraws as a general partner by express will;

(2) The person is expelled as a general partner by judicial determination under

subsection 5 of section 45-10.2-57;

(3) The person is dissociated as a general partner by becoming a debtor in

bankruptcy; or

(4) In the case of a person that is not an individual, trust other than a business

trust, or estate, the person is expelled or otherwise dissociated as a general

partner because it willfully dissolved or terminated.

3. A person that wrongfully dissociates as a general partner is liable to the limited

partnership and, subject to section 45-10.2-89, to the other partners for damages

caused by the dissociation. The liability is in addition to any other obligation of the

general partner to the limited partnership or to the other partners.
N.D. Cent. Code § 45-15-03.2 — ND Code / Title 45 / Chapter 45-15 / Section 45-15-03.2
45-15-03.2. Change of registered office or agent
Status: in_force

45-15-03.2. Change of registered office or agent

1. A partnership that files and maintains a statement of partnership authority may change

the partnership's registered office, change the partnership's registered agent, or state

a change in the name of the partnership's registered agent as provided in chapter

10-01.1.

2. A registered agent of a partnership may resign as provided in chapter 10-01.1.
N.D. Cent. Code § 45-10.2-09 — ND Code / Title 45 / Chapter 45-10.2 / Section 45-10.2-09
45-10.2-09. (106 and 107) Governing law
Status: in_force

45-10.2-09. (106 and 107) Governing law

1. The law of this state governs relations among the partners of a limited partnership and

between the partners and the limited partnership and the liability of partners as

partners for an obligation of the limited partnership.

2. Unless displaced by particular provision of this chapter, the principles of law and equity

supplement this chapter.
N.D. Cent. Code § 45-10.2-102 — ND Code / Title 45 / Chapter 45-10.2 / Section 45-10.2-102
45-10.2-102. (1108) Articles of merger
Status: in_force

45-10.2-102. (1108) Articles of merger

1. After each constituent organization has approved a merger, articles of merger must be

signed on behalf of:

a. Each pre-existing constituent limited partnership, by each general partner listed in

the certificate of limited partnership; and

b. Each other pre-existing constituent organization, by an authorized representative.

2. The articles of merger must be accompanied by the plan of merger without

organizational records and must include:

a. With respect to each constituent organization:

(1) Its name;

(2) Its form;

(3) The jurisdiction of its governing statute;

(4) A statement that the merger complies with its governing statute; and

(5) Any additional information required by the governing statute of any

constituent organization.

b. With respect to the surviving organization:

(1) Its name;

(2) Its form;

(3) The jurisdiction of its governing statute;

(4) The date the merger is effective under its governing statute;

(5) If it is created by the merger, then:

(a) A statement to that effect; and

(b) The originating record that creates the organization;

(6) If it pre-exists the merger, then any amendments to its originating record

provided for in the plan of merger; or

(7) If it is a foreign organization not authorized to transact business or conduct

activities in this state, then the street and mailing address of an office that

the secretary of state may use for the purposes of subsection 2 of section

45-10.2-103.

3. The articles of merger must be filed in the office of the secretary of state.

4. A merger becomes effective under this chapter:

a. If the surviving organization is a limited partnership, upon the later of:

(1) Compliance with subsection 3; or

(2) Subject to subsection 3 of section 45-10.2-27, as specified in the articles of

merger; or

b. If the surviving organization is not a limited partnership, then as provided by the

governing statute of the surviving organization.
N.D. Cent. Code § 45-10.2-62 — ND Code / Title 45 / Chapter 45-10.2 / Section 45-10.2-62
45-10.2-62. (701) Transferable interest of a partner
Status: in_force

45-10.2-62. (701) Transferable interest of a partner

The only interest of a partner that is transferable is the transferable interest of the partner. A

transferable interest is personal property.
N.D. Cent. Code § 45-10.2-10 — ND Code / Title 45 / Chapter 45-10.2 / Section 45-10.2-10
45-10.2-10. Limited partnership name
Status: reserved

45-10.2-10. Limited partnership name

1. The name of each limited partnership as set forth in the certificate of limited

partnership:

a. Must be expressed in letters or characters used in the English language as those

letters or characters appear in the American standard code for information

interchange (ASCII) table.

b. Must contain without abbreviation the words "limited partnership" or the

abbreviation "L.P." or "LP", either of which abbreviations may be used

interchangeably for all purposes authorized by this chapter, including real estate

matters, contracts, and filings with the secretary of state.

c. May contain the name of a partner.

d. May not contain the word "corporation", "company", "incorporated", "limited

liability company", "limited liability partnership", "limited liability limited

partnership", or an abbreviation of these words.

e. May not contain a word or phrase indicating or implying the limited partnership:

(1) Is organized for a purpose other than:

(a) A lawful purpose for which a limited partnership may be organized

under this chapter; or

(b) For a purpose stated in its certificate of limited partnership; or

(2) May not be organized under this chapter.

f. Must be distinguishable in the records of the secretary of state from:

(1) The name, whether foreign and authorized to do business in this state or

domestic, unless there is filed with the certificate of limited partnership a

record in compliance with subsection 3, of:

(a) Another limited partnership;

(b) A corporation;

(c) A limited liability company;

(d) A limited liability partnership; or

(e) A limited liability limited partnership;

(2) A name the right to which is, at the time of the filing of the certificate of

limited partnership, reserved in the manner provided in section 10-19.1-14,

10-32.1-12, 10-33-11, 45-10.2-11, 45-13-04.2, or 45-22-05;

(3) A fictitious name registered in the manner provided in chapter 45-11;

(4) A trade name registered in the manner provided in chapter 47-25; or

(5) A trademark or service mark registered in the manner provided in chapter

47-22.

2. The secretary of state shall determine whether a limited partnership name is

distinguishable in the secretary of state's records from another name for purposes of

this chapter and may adopt rules reasonable or necessary for making these

determinations.

3. If the secretary of state determines a limited partnership name is indistinguishable in

the secretary of state's records from another name for purposes of this chapter, the

limited partnership name may not be used unless there is filed with the articles:

a. The written consent of the holder of the registered trade name or the holder of the

rights to the name to which the proposed name has been determined to be

indistinguishable; or

b. A certified copy of a judgment of a court in this state establishing the prior right of

the applicant to the use of the name in this state.

4. Subsection 3 does not affect the right of a limited partnership existing on the effective

date of this chapter, or a foreign limited partnership authorized to do business in this

state on that date, to continue the use of its name.

5. This section and section 45-10.2-11 do not:

a. Abrogate or limit:

(1) The law of unfair competition or unfair practices;

(2) Chapter 47-25;

(3) The laws of the United States with respect to the right to acquire and protect

copyrights, trade names, trademarks, service names, and service marks; or

(4) Any other right to the exclusive use of names or symbols; or

b. Derogate the common law or the principles of equity.

6. A limited partnership that is the surviving organization in a merger with one or more

organizations, or that acquires by sale, lease, or other disposition to or exchange with

an organization all or substantially all of the assets of another organization including its

name, may include in its name, subject to the requirements of subsection 1, the name

of any of the organizations, if the other organization whose name is sought to be used:

a. Was incorporated, organized, formed, or registered under the laws of this state;

b. Is authorized to transact business or conduct activities in this state;

c. Holds a reserved name in the manner provided in section 10-19.1-14, 10-32.1-12,

10-33-11, 45-10.2-11, 45-13-04.2, or 45-22-05;

d. Holds a fictitious name registered in the manner provided in chapter 45-11;

e. Holds a trade name registered in the manner provided in chapter 47-25; or

f. Holds a trademark or service mark registered in the manner provided in chapter

47-22.

7. The use of a name by a limited partnership in violation of this section does not affect or

vitiate its limited partnership existence. However, a court in this state may, upon

application of the state or of an interested or affected person, enjoin the limited

partnership from doing business under a name assumed in violation of this section,

although its certificate of limited partnership may have been filed with the secretary of

state.

8. A limited partnership whose period of existence has expired or that is involuntarily

dissolved by the secretary of state as provided in section 45-10.2-108 or

45-10.2-108.1 may reacquire the right to use that name by refiling a certificate of

limited partnership pursuant to section 45-10.2-23 unless the name has been adopted

for use or reserved by another person, in which case the filing will be rejected unless

the filing is accompanied by a written consent or judgment pursuant to subsection 3. A

limited partnership that cannot reacquire the use of its limited partnership name shall

adopt a new limited partnership name that complies with this section by refiling a

certificate of limited partnership as provided in section 45-10.2-23; by amending its

certificate of limited partnership as provided in section 45-10.2-24; or by reinstating the

limited partnership pursuant to section 45-10.2-108. If the new limited partnership

name has been adopted for use or reserved by another person, the filing will be

rejected unless the filing is accompanied by a written consent or judgment as provided

in subsection 3.

9. Subject to section 45-10.2-78, this section applies to a foreign limited partnership

transacting business in this state, having a certificate of authority to transact business

in this state, or applying for a certificate of authority.

10. A limited partnership filing its certificate of limited partnership with an effective date

later than the date of filing as provided in subsection 3 of section 45-10.2-27 shall

maintain the right to the name until the effective date.
N.D. Cent. Code § 45-10.2-93 — ND Code / Title 45 / Chapter 45-10.2 / Section 45-10.2-93
45-10.2-93. (1005) Proceeds and expenses
Status: in_force

45-10.2-93. (1005) Proceeds and expenses

1. Except as otherwise provided in subsection 2:

a. Any proceeds or other benefits of a derivative action, whether by judgment,

compromise, or settlement, belong to the limited partnership and not to the

derivative plaintiff; and

b. If the derivative plaintiff receives any proceeds, then the derivative plaintiff shall

immediately remit them to the limited partnership.

2. If a derivative action is successful in whole or in part, then the court may award the

plaintiff reasonable expenses, including reasonable fees for services of an attorney,

from the recovery of the limited partnership.
N.D. Cent. Code § 45-22-03 — ND Code / Title 45 / Chapter 45-22 / Section 45-22-03
45-22-03. Registration
Status: in_force

45-22-03. Registration

1. A partnership may become a limited liability partnership pursuant to this section.

a. In determining whether the underlying partnership necessary for registration as a

domestic limited liability partnership has been formed, the rules set forth in

section 45-14-02 apply.

b. The terms and conditions on which a partnership becomes a limited liability

partnership must be approved by the necessary vote of partners required to

amend the partnership agreement, unless the partnership agreement contains a

requirement that the vote of a greater number of partners is necessary to amend

provisions relating to the partners' obligations to contribute to the partnership, in

which case by the necessary vote of the partners to amend these provisions.

2. After the approval required by subdivision b of subsection 1, a partnership shall

become a limited liability partnership by filing a registration with the secretary of state.

A domestic limited liability partnership or foreign limited liability partnership that is

transacting business in this state must have in effect and filed with the secretary of

state a registration that complies with this section. From the effective date of filing, the

registration of:

a. A domestic limited liability partnership establishes the status as a domestic limited

liability partnership; and

b. A foreign limited liability partnership authorizes the transaction of business in this

state.

3. A registration, signed by a managing partner, must contain:

a. With respect to a domestic limited liability partnership:

(1) The name of the domestic limited liability partnership.

(2) The nature of the business to be transacted in this state.

(3) A statement indicating whether the limited liability partnership will be

engaged in farming or ranching in this state or owning or leasing land in this

state which is used for farming or ranching.

(4) The address of the principal executive office of the domestic limited liability

partnership.

(5) The name of the registered agent of the domestic limited liability partnership

as provided in chapter 10-01.1 and, if a noncommercial registered agent,

the address of that noncommercial registered agent in this state.

(6) The name and address of each managing partner and, if the limited liability

partnership will be engaged in farming or ranching in this state or owning or

leasing land in this state which is used for farming or ranching, then the

names and addresses of all partners.

(7) A statement that the partnership elects to be a limited liability partnership.

(8) A deferred effective date, if any.

b. With respect to a foreign limited liability partnership:

(1) The name of the foreign limited liability partnership and, if different, the

name under which the foreign limited liability partnership proposes to

transact business in this state.

(2) The jurisdiction of origin.

(3) The date on which the foreign limited liability partnership expires in the

jurisdiction of origin.

(4) The nature of the business to be transacted in this state.

(5) A statement indicating whether the foreign limited liability partnership will be

engaged in farming or ranching in this state or owning or leasing land in this

state which is used for farming or ranching.

(6) The address of the principal executive office of the foreign limited liability

partnership.

(7) The name of the registered agent of the foreign limited liability partnership

as provided in chapter 10-01.1 and, if a noncommercial registered agent,

the address of that registered agent in this state.

(8) The name and address of each managing partner and, if the foreign limited

liability partnership will be engaged in farming or ranching in this state or

owning or leasing land in this state which is used for farming or ranching,

then the names and addresses of all partners.

(9) An acknowledgment that the status of the foreign limited liability partnership

in this state will automatically expire unless the foreign limited liability

partnership continuously maintains limited liability partnership status in the

jurisdiction of origin.

c. The registration must be accompanied by payment of the fees provided in section

45-22-22 together with a certificate of good standing or certificate of existence

authenticated by the registering officer of the state or country where the foreign

limited liability partnership is originally registered.

4. An original of the registration must be filed with the secretary of state.

a. If the secretary of state finds the registration conforms to law and the fees

provided in section 45-22-22 are paid, the secretary of state shall endorse on the

original the word "filed" and the day, month, and year of the filing and shall file the

original in the office of the secretary of state.

b. If any statement in the registration is false when made or becomes inaccurate

after the registration is filed, making the registration false or inaccurate in any

respect, the limited liability partnership shall file promptly with the secretary of

state an amended or corrected registration. If only a change of address of the

principal executive office is required, an amended or corrected registration need

not be filed. However, the change of address of the principal executive office

must be reported in the next annual report filed after the change or be submitted

in writing to the secretary of state without a filing fee.

c. In the case of a change in a foreign limited liability partnership's name, a foreign

limited liability partnership shall file promptly with the secretary of state a

certificate to that effect authenticated by the proper officer of the jurisdiction of

origin.

d. In the case of a termination or merger:

(1) A foreign limited liability partnership that is not the surviving organization

need not file an amended registration but, within thirty days after the merger

or termination becomes effective, shall file with the secretary of state a

certificate to that effect authenticated by the proper officer of the foreign

limited liability partnership's jurisdiction of origin.

(2) It is not necessary for any foreign limited liability partnership, which is the

surviving organization in a merger, to procure a new or amended registration

unless the name of the foreign limited liability partnership is changed or

unless the foreign limited liability partnership desires to pursue in this state

purposes other than those which the foreign limited liability partnership is

authorized to transact in this state.

5. A managing partner must be separately registered with the secretary of state at the

time of the registration of a domestic or foreign limited liability partnership if that

managing partner is a domestic or foreign:

a. Corporation;

b. Limited liability company;

c. Limited partnership;

d. Limited liability partnership;

e. Limited liability limited partnership; or

f. Partnership using a fictitious name.

6. With respect to a domestic limited liability partnership:

a. A partnership's decision to file a registration is an ordinary matter that may be

decided by a majority of the partners.

b. The decision to withdraw a registration may be undertaken only with the consent

of all partners or as otherwise expressly provided in a written partnership

agreement.

7. A partnership that registers as a limited liability partnership is not deemed to have

dissolved as a result of the registration.

8. If a limited liability partnership or foreign limited liability partnership dissolves without

winding up business or changes the jurisdiction of origin, a partnership that is a

successor to the limited liability partnership or foreign limited liability partnership and

which intends to be a limited liability partnership or foreign limited liability partnership is

not required to file a new registration or renewal and is deemed to have filed any

documents required or permitted under this section which were filed by the

predecessor partnership.

9. The status of a partnership as a limited liability partnership is effective on the later of

the filing of the registration or a date specified in the registration which is within ninety

days after the filing of the registration.

a. The status of a partnership as a domestic limited liability partnership and the

authority of a foreign limited liability partnership to transact business in this state

remains effective, regardless of changes in the partnership, until the partnership's

registration is voluntarily withdrawn pursuant to section 45-22-13 or revoked by

the secretary of state pursuant to sections 45-22-16 and 45-22-21.1.

b. The status of a partnership as a limited liability partnership and the liability of the

partnership's partners for obligation of the partnership is not affected by errors or

later changes in the information required to be contained in the registration under

subsection 3.
N.D. Cent. Code § 45-23-08 — ND Code / Title 45 / Chapter 45-23 / Section 45-23-08
45-23-08. Secretary of state - Fees for filing records
Status: reserved

45-23-08. Secretary of state - Fees for filing records

The secretary of state shall charge and collect for:

1. Filing a certificate of limited liability limited partnership, one hundred ten dollars.

2. Filing a certificate of limited liability limited partnership amendment, forty dollars.

3. Filing a statement of conversion of a limited liability limited partnership, fifty dollars

and:

a. If the organization resulting from the conversion will be a domestic organization

governed by the laws of this state, then the fees provided by the governing laws

to establish or register a new organization like the organization resulting from the

conversion; or

b. If the organization resulting from the conversion will be a foreign organization that

will transact business in this state, then the fees provided by the governing laws

to obtain a certificate of authority or register an organization like the organization

resulting from the conversion.

4. Filing abandonment of conversion, fifty dollars.

5. Filing limited liability limited partnership articles of merger, fifty dollars.

6. Filing abandonment of merger or exchange, fifty dollars.

7. Filing a limited liability limited partnership statement of correction, forty dollars.

8. Filing a certificate of limited liability limited partnership dissolution, twenty-five dollars.

9. Filing a certificate of limited liability limited partnership cancellation, twenty-five dollars.

10. Filing a reservation of limited liability limited partnership name, ten dollars.

11. Filing a notice of transfer of reserved limited liability limited partnership name,

ten dollars.

12. Filing a cancellation of a reserved limited liability limited partnership name, ten dollars.

13. Filing a consent to use a name, ten dollars.

14. Filing a statement of change of address of registered office or change of registered

agent, or both, or a statement of change of address of registered office by registered

agent, the fee provided in section 10-01.1-03.

15. Filing a registration of foreign limited liability limited partnership, one hundred ten

dollars.

16. Filing a certified statement of amendment of foreign limited liability limited partnership,

twenty-five dollars.

17. Filing a certified statement of dissolution of foreign limited liability limited partnership,

twenty-five dollars.

18. Filing a certified statement of merger of foreign limited liability limited partnership, fifty

dollars.

19. Filing a certified statement of conversion of foreign limited liability limited partnership,

fifty dollars and:

a. If the organization resulting from the conversion will be a domestic organization

governed by the laws of this state, then the fees provided by the governing laws

to establish or register a new organization like the organization resulting from the

conversion; or

b. If the organization resulting from the conversion will be a foreign organization that

will transact business in this state, then the fees provided by the governing laws

to obtain a certificate of authority or register an organization like the organization

resulting from the conversion.

20. Filing a certified statement of cancellation of foreign limited liability limited partnership,

twenty-five dollars.

21. Filing a statement of withdrawal of foreign limited liability limited partnership,

twenty-five dollars.

22. Filing an annual report of limited liability limited partnership, twenty-five dollars.

a. The secretary of state shall charge and collect additional fees for late filing of the

annual report as follows:

(1) After the date provided in subsection 3 of section 45-10.2-108, twenty

dollars; and

(2) After the dissolution of the limited liability limited partnership or the

revocation of the registration of a foreign limited liability limited partnership,

the reinstatement fee of one hundred dollars.

b. Fees paid to the secretary of state according to this subsection are not refundable

if an annual report submitted to the secretary of state cannot be filed because it

lacks information required by section 45-10.2-108 or the annual report lacks

sufficient payment as required by this subsection.

23. Any record submitted for approval before the actual time of submission for filing,

one-half of the fee provided in this section for filing the record.

24. Filing any process, notice, or demand for service, the fee provided in section

10-01.1-03.

25. Furnishing a certificate of existence or authorization:

a. Fifteen dollars; and

b. Five dollars for a search of records.

26. Furnishing a certified copy of any record or paper relating to a limited partnership or

foreign limited partnership:

a. The fee provided in section 54-09-04 for copying a record;

b. Fifteen dollars for the certificate and affixing the seal thereto; and

c. Five dollars for a search of records.
N.D. Cent. Code § 45-11-05 — ND Code / Title 45 / Chapter 45-11 / Section 45-11-05
45-11-05. Amended certificate required when members changed
Status: in_force

45-11-05. Amended certificate required when members changed

Whenever there is a change in the general partners who are members of a partnership

transacting business in this state under a fictitious name, or in a designation which does not

show the names of the persons interested as general partners in the business, except in a case

mentioned in section 45-11-03, a new certificate must be filed with the secretary of state as

required by this chapter upon the formation of the partnership. The secretary of state shall

receive the new certificate as an amended certificate and may not require the old certificate to

be canceled.
N.D. Cent. Code § 45-23-04 — ND Code / Title 45 / Chapter 45-23 / Section 45-23-04
45-23-04. Limited liability limited partnership formation and conversion of a limited partnership to a limited liability limited partnership or conversion of a limited liability limited partnership to a limited partnership
Status: in_force

45-23-04. Limited liability limited partnership formation and conversion of a limited

partnership to a limited liability limited partnership or conversion of a limited liability

limited partnership to a limited partnership.

1. If a limited partnership does not exist, then a limited liability limited partnership may be

formed by filing with the secretary of state, together with the fees provided in section

45-23-08, a certificate of limited liability limited partnership:

a. That complies with the name requirements in section 45-23-03;

b. That contains a statement that limited liability limited partnership status is elected;

and

c. That otherwise conforms to the requirements of section 45-10.2-23.

2. An existing limited partnership:

a. May elect to convert to a limited liability limited partnership:

(1) By obtaining the consent of each general partner to convert the limited

partnership to a limited liability limited partnership unless:

(a) The certificate of limited partnership or the partnership agreement of

the limited partnership provides for the conversion with the consent of

less than all general partners; and

(b) Each general partner that does not consent to the amendment of

conversion has consented to that provision of the partnership

agreement.

A partner does not give the consent required by subparagraph a by

consenting to a provision in the partnership agreement which permits the

partnership agreement to be amended with the consent of fewer than all

partners;

(2) By complying with the name requirements of section 45-23-03; and

(3) By filing with the secretary of state, together with the fees provided in

sections 45-10.2-109 and 45-23-08, a record that is designated as both an

amended certificate of limited partnership and a certificate of limited liability

limited partnership which:

(a) Amends the limited partnership name to comply with the name

requirements of section 45-23-03;

(b) Contains a statement that limited liability limited partnership status is

elected; and

(c) Otherwise conforms to the requirements of section 45-10.2-23.

b. Which converts to a limited liability limited partnership is for all purposes the

same entity that existed before the conversion.

3. An existing limited liability limited partnership:

a. May elect to convert to a limited partnership:

(1) By obtaining the consent of each general partner to convert the limited

liability limited partnership to a limited partnership unless:

(a) The certificate of limited liability limited partnership or the partnership

agreement of the limited liability limited partnership provides for the

conversion with the consent of less than all general partners; and

(b) Each general partner that does not consent to the amendment of

conversion has consented to that provision of the partnership

agreement.

A partner does not give the consent required by subparagraph a by

consenting to a provision in the partnership agreement which permits the

partnership agreement to be amended with the consent of fewer than all

partners;

(2) By complying with the name requirements of section 45-10.2-11; and

(3) By filing with the secretary of state, together with the fees provided in

sections 45-10.2-109 and 45-23-08, a record that is designated as both an

amended certificate of limited liability limited partnership and a certificate of

limited partnership which:

(a) Amends the limited liability limited partnership name to comply with

the name requirements of section 45-10.2-11; and

(b) Otherwise conforms to the requirements of section 45-10.2-23.

b. Which converts to a limited partnership is for all purposes the same entity that

existed before the conversion.
N.D. Cent. Code § 45-10.2-89 — ND Code / Title 45 / Chapter 45-10.2 / Section 45-10.2-89
45-10.2-89. (1001) Direct action by partner
Status: in_force

45-10.2-89. (1001) Direct action by partner

1. Subject to subsection 2, a partner may maintain a direct action against the limited

partnership or another partner for legal or equitable relief, with or without an

accounting to the activities of the partnership, to enforce the rights and otherwise

protect the interests of the partner, including rights and interests under the partnership

agreement of this chapter or arising independently of the partnership relationship.

2. A partner commencing a direct action under this section is required to plead and prove

an actual or threatened injury that is not solely the result of an injury suffered or

threatened to be suffered by the limited partnership.

3. The accrual of, and any time limitation on, a right of action for a remedy under this

section is governed by other law. A right to an accounting upon a dissolution and

winding up does not revive a claim barred by law.
N.D. Cent. Code § 45-21-04.1 — ND Code / Title 45 / Chapter 45-21 / Section 45-21-04.1
45-21-04.1. Abandonment of conversion
Status: in_force

45-21-04.1. 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.
N.D. Cent. Code § 45-15-06 — ND Code / Title 45 / Chapter 45-15 / Section 45-15-06
45-15-06. (306) Partner's liability
Status: in_force

45-15-06. (306) Partner's liability

1. Except as otherwise provided in subsection 2 and in chapter 45-22, all partners are

liable jointly and severally for all obligations of the partnership unless otherwise agreed

by the claimant or provided by law.

2. A person admitted as a partner into an existing partnership is not personally liable for

any partnership obligation incurred before the person's admission as a partner.
N.D. Cent. Code § 45-23-05 — ND Code / Title 45 / Chapter 45-23 / Section 45-23-05
45-23-05. Effective date of formation or election under this chapter
Status: in_force

45-23-05. Effective date of formation or election under this chapter

With respect to the date on which a limited liability limited partnership is formed or on which

a limited partnership elects to be governed by this chapter:

1. If a limited partnership does not exist, then a limited liability limited partnership is

formed on the later of the filing of the certificate of limited liability limited partnership or

the date specified in the certificate of limited liability limited partnership which is within

ninety days after the filing of the certificate of limited liability limited partnership.

2. An existing limited partnership electing to convert to a limited liability limited

partnership is governed by this chapter on the later of the filing of the record

designated as both an amendment to the certificate of limited partnership and a

certificate of limited liability limited partnership or the date specified in that record

which is within ninety days after the filing of the record.
N.D. Cent. Code § 45-22-01.1 — ND Code / Title 45 / Chapter 45-22 / Section 45-22-01.1
45-22-01.1. Legal recognition of electronic records and electronic signatures
Status: repealed

45-22-01.1. Legal recognition of electronic records and electronic signatures

Repealed by S.L. 2005, ch. 100, § 156.
N.D. Cent. Code § 45-10.2-06.1 — ND Code / Title 45 / Chapter 45-10.2 / Section 45-10.2-06.1
45-10.2-06.1. Reservation of legislative right
Status: reserved

45-10.2-06.1. Reservation of legislative right

The legislative assembly reserves the right to amend or repeal the provisions of this

chapter. A limited partnership formed under or governed by this chapter is subject to this

reserved right.
N.D. Cent. Code § 45-20-03 — ND Code / Title 45 / Chapter 45-20 / Section 45-20-03
45-20-03. (803) Right to wind up partnership business
Status: in_force

45-20-03. (803) Right to wind up partnership business

1. After dissolution, a partner who has not wrongfully dissociated may participate in

winding up the partnership's business, but on application of any partner, partner's legal

representative, or transferee, the district court, for good cause shown, may order

judicial supervision of the winding up.

2. The legal representative of the last surviving partner may wind up a partnership's

business.

3. A person winding up a partnership's business may preserve the partnership business

or property as a going concern for a reasonable time, prosecute and defend actions

and proceedings, whether civil, criminal, or administrative, settle and close the

partnership's business, dispose of and transfer the partnership's property, discharge

the partnership's liabilities, distribute the assets of the partnership pursuant to section

45-20-07, settle disputes by mediation or arbitration, and perform other necessary

acts.
N.D. Cent. Code § 45-19-01 — ND Code / Title 45 / Chapter 45-19 / Section 45-19-01
45-19-01. (701) Purchase of dissociated partner's interest
Status: in_force

45-19-01. (701) Purchase of dissociated partner's interest

1. If a partner is dissociated from a partnership without resulting in a dissolution and

winding up of the partnership business under section 45-20-01, the partnership shall

cause the dissociated partner's interest in the partnership to be purchased for a buyout

price determined pursuant to subsection 2.

2. The buyout price of a dissociated partner's interest is the amount that would have

been distributable to the dissociating partner under subsection 2 of section 45-20-07 if,

on the date of dissociation, the assets of the partnership were sold at a price equal to

the greater of the liquidation value or the value based on a sale of the entire business

as a going concern without the dissociated partner and the partnership were wound up

as of that date. Interest must be paid from the date of dissociation to the date of

payment.

3. Damages for wrongful dissociation under subsection 2 of section 45-18-02, and all

other amounts owing, whether or not presently due, from the dissociated partner to the

partnership, must be offset against the buyout price. Interest must be paid from the

date the amount owed becomes due to the date of payment.

4. A partnership shall indemnify a dissociated partner whose interest is being purchased

against all partnership liabilities, whether incurred before or after the dissociation,

except liabilities incurred by an act of the dissociated partner under section 45-19-02.

5. If no agreement for the purchase of a dissociated partner's interest is reached within

one hundred twenty days after a written demand for payment, the partnership shall

pay, or cause to be paid, in cash to the dissociated partner the amount the partnership

estimates to be the buyout price and accrued interest, reduced by any offsets and

accrued interest under subsection 3.

6. If a deferred payment is authorized under subsection 8, the partnership may tender a

written offer to pay the amount it estimates to be the buyout price and accrued interest,

reduced by any offsets under subsection 3, stating the time of payment, the amount

and type of security for payment, and the other terms and conditions of the obligation.

7. The payment or tender required by subsection 5 or 6 must be accompanied by the

following:

a. A statement of partnership assets and liabilities as of the date of dissociation;

b. The latest available partnership balance sheet and income statement, if any;

c. An explanation of how the estimated amount of the payment was calculated; and

d. Written notice that the payment is in full satisfaction of the obligation to purchase

unless, within one hundred twenty days after the written notice, the dissociated

partner commences an action to determine the buyout price, any offsets under

subsection 3, or other terms of the obligation to purchase.

8. A partner who wrongfully dissociates before the expiration of a definite term or the

completion of a particular undertaking is not entitled to payment of any portion of the

buyout price until the expiration of the term or completion of the undertaking, unless

the partner establishes to the satisfaction of the court that earlier payment will not

cause undue hardship to the business of the partnership. A deferred payment must be

adequately secured and bear interest.

9. A dissociated partner may maintain an action against the partnership, pursuant to

paragraph 2 of subdivision b of subsection 2 of section 45-16-05, to determine the

buyout price of that partner's interest, any offsets under subsection 3, or other terms of

the obligation to purchase. The action must be commenced within one hundred twenty

days after the partnership has tendered payment or an offer to pay or within one year

after written demand for payment if no payment or offer to pay is tendered. The court

shall determine the buyout price of the dissociated partner's interest, any offset due

under subsection 3, and accrued interest, and enter judgment for any additional

payment or refund. If deferred payment is authorized under subsection 8, the court

shall also determine the security for payment and other terms of the obligation to

purchase. The court may assess reasonable attorney's fees and the fees and

expenses of appraisers or other experts for a party to the action, in amounts the court

finds equitable, against a party that the court finds acted arbitrarily, vexatiously, or not

in good faith. The finding may be based on the partnership's failure to tender payment

or an offer to pay or to comply with subsection 7.
N.D. Cent. Code § 45-10.2-114 — ND Code / Title 45 / Chapter 45-10.2 / Section 45-10.2-114
45-10.2-114. Secretary of state - Forms to be furnished by the secretary of state
Status: in_force

45-10.2-114. Secretary of state - Forms to be furnished by the secretary of state

Every annual report must be made on forms prescribed by the secretary of state. Upon

request, the secretary of state may furnish forms for all other records to be filed in the office of

the secretary of state. However, the use of these records, unless otherwise specifically required

by law, is not mandatory.
N.D. Cent. Code § 45-17-01 — ND Code / Title 45 / Chapter 45-17 / Section 45-17-01
45-17-01. (501) Partner not co-owner of partnership property
Status: in_force

45-17-01. (501) Partner not co-owner of partnership property

A partner is not a co-owner of partnership property and has no interest in partnership

property which can be transferred, either voluntarily or involuntarily.
N.D. Cent. Code § 45-22-01 — ND Code / Title 45 / Chapter 45-22 / Section 45-22-01
45-22-01. Definitions
Status: in_force

45-22-01. Definitions

In this chapter, unless the context otherwise requires:

1. "Address" means:

a. In the case of a registered office or principal executive office, the mailing address,

including the zip code, of the actual office location which may not be only a

post-office box; and

b. In all other cases, the mailing address, including the zip code.

2. "Authenticated electronic communication" means:

a. That the electronic communication is delivered:

(1) To the principal place of business of the limited liability partnership; or

(2) To a partner or agent of the limited liability partnership authorized by the

limited liability partnership to receive the electronic communication; and

b. That the electronic communication sets forth information from which the limited

liability partnership can reasonably conclude that the electronic communication

was sent by the purported sender.

3. "Domestic limited liability partnership" means a partnership formed by two or more

persons under this chapter with a registration in effect and which is not a foreign

limited liability partnership.

4. "Domestic organization" means an organization created under the laws of this state.

5. "Electronic" means relating to technology having electrical, digital, magnetic, wireless,

optical, electromagnetic, or similar capabilities.

6. "Electronic communication" means any form of communication, not directly involving

the physical transmission of paper:

a. That creates a record that may be retained, retrieved, and reviewed by a recipient

of the communication; and

b. That may be directly reproduced in paper form by the recipient through an

automated process.

7. "Electronic record" means a record created, generated, sent, communicated, received,

or stored by electronic means.

8. "Electronic signature" means an electronic sound, symbol, or process attached to or

logically associated with a record and signed or adopted by a person with the intent to

sign the record.

9. "Filed with the secretary of state" means, except as otherwise permitted by law or rule:

a. That a record meeting the applicable requirements of this chapter, together with

the fees provided in section 45-22-23, has been delivered or communicated to

the secretary of state by a method or medium of communication acceptable by

the secretary of state and has been determined by the secretary of state to

conform to law.

b. That the secretary of state did then:

(1) Record the actual date on which the record was filed, and if different, the

effective date of filing; and

(2) Record the record in the office of the secretary of state.

10. "Foreign limited liability partnership" means a partnership formed by two or more

persons as a limited liability partnership under the laws of a jurisdiction other than this

state which is in good standing in its jurisdiction of origin.

11. "Foreign organization" means an organization created under laws other than the laws

of this state for a purpose for which the organization may be created under the laws of

this state.

12. "Jurisdiction of origin" means the jurisdiction in which the limited liability partnership

status of the foreign limited liability partnership was created.

13. "Limited liability partnership" means a domestic limited liability partnership or a foreign

limited liability partnership.

14. "Managing partner" means a partner charged with the management of the limited

liability partnership or foreign limited liability partnership in this state and if no partners

are so specifically designated, then all partners.

15. "Notice":

a. Is given to a limited liability partnership:

(1) When in writing and mailed or delivered to a managing partner at the

registered office or principal executive office of the limited liability

partnership; or

(2) When given by a form of electronic communication consented to by a

managing partner of the limited liability partnership to which the notice is

given if by:

(a) Facsimile communication, when directed to a telephone number at

which a managing partner of the limited liability partnership or the

partner has consented to receive notice.

(b) Electronic mail, when directed to an electronic mail address at which a

managing partner of the limited liability partnership has consented to

receive notice.

(c) Posting on an electronic network on which a managing partner of the

limited liability partnership has consented to receive notice, together

with separate notice to the limited liability partnership if the specific

posting, upon the later of:

[1] The posting; or

[2] The giving of the separate notice.

(d) Any other form of electronic communication by which a managing

partner of the limited liability partnership has consented to receive

notice, when directed to the limited liability partnership.

b. Is given to a partner of the limited liability partnership:

(1) When in writing and mailed or delivered to the partner at the registered

office or at the principal executive office of the limited liability partnership; or

(2) When given by a form of electronic communication consented to by the

partner to which the notice is given if by:

(a) Facsimile communication, when directed to a telephone number at

which the partner has consented to receive notice;

(b) Electronic mail, when directed to an electronic mail address at which

the partner has consented to receive notice;

(c) Posting on an electronic network on which the partner has consented

to receive notice, together with separate notice to the partner of the

specific posting, upon the later of:

[1] The posting; or

[2] The giving of the separate notice; or

(d) Any other form of electronic communication by which the partner has

consented to receive notice, when directed to the partner.

c. Is given in all other cases:

(1) When mailed to the person at an address designated by the person or at the

last-known address of the person;

(2) When deposited with a nationally recognized overnight delivery service for

overnight delivery or, if overnight delivery to the person is not available, for

delivery as promptly as practicable, to the person at an address designated

by the person or at the last-known address of the person;

(3) When handed to the person;

(4) When left at the office of the person with a clerk or other person in charge of

the office or:

(a) If there is no one in charge, when left in a conspicuous place in the

office; or

(b) If the office is closed or the person to be notified has no office, when

left at the dwelling house or usual place of abode of the person with

some person of suitable age and discretion then residing there;

(5) When given by a form of electronic communication consented to by the

person to whom the notice is given if by:

(a) Facsimile communication, when directed to a telephone number at

which the person has consented to receive notice;

(b) Electronic mail, when directed to an electronic mail address at which

the person has consented to receive notice;

(c) Posting on an electronic network on which the person has consented

to receive notice, together with separate notice to the person of the

specific posting, upon the later of:

[1] The posting; or

[2] The giving of the separate notice; or

(d) Any other form of electronic communication by which the person has

consented to receive notice, when directed to the person; or

(6) When the method is fair and reasonable when all circumstances are

considered.

d. Is given by mail when deposited in the United States mail with sufficient postage

affixed.

e. Is given by deposit for delivery when deposited for delivery as provided in

paragraph 2 of subdivision c, after having made sufficient arrangements for

payment by the sender.

f. Is deemed received when it is given.

16. "Organization":

a. Means, whether domestic or foreign, a corporation, limited liability company,

general partnership, limited partnership, limited liability partnership, limited liability

limited partnership, or any other person subject to a governing statute; but

b. Excludes:

(1) A nonprofit corporation, whether a domestic nonprofit corporation which is

incorporated under chapter 10-33 or a foreign nonprofit corporation which is

incorporated in another jurisdiction; or

(2) Any nonprofit limited liability company, whether a domestic nonprofit limited

liability company which is organized under chapter 10-36 or a foreign

nonprofit limited liability company which is organized in another jurisdiction.

17. "Originally registered" and "original registration" means the record establishing the

limited liability partnership status of the foreign limited liability partnership in the

jurisdiction of origin of the foreign limited liability partnership.

18. "Partnership" means an association of two or more persons to carry on as co-owners

of a business for profit formed under chapters 45-13 through 45-21, predecessor law,

or comparable law of another jurisdiction.

19. "Principal executive office" means:

a. An office from which the limited liability partnership conducts business; or

b. If the limited liability partnership has no office from which the limited liability

partnership conducts business, the registered office of the limited liability

partnership.

20. "Record" means information that is inscribed on a tangible medium or that is stored in

an electronic or other medium and is retrievable in perceivable form.

21. "Register" means the act of filing with the secretary of state which causes:

a. A domestic limited liability partnership to be created; or

b. A foreign limited liability partnership to be authorized to transact business in this

state.

22. "Registered office" means the place in this state designated as the registered office of

the limited liability partnership or foreign limited liability partnership.

23. "Registration" means the record which, when filed with the secretary of state, causes:

a. A domestic limited liability partnership to be created; or

b. A foreign limited liability partnership to be authorized to do business in this state.

24. "Signed" means:

a. That the signature of a person which may be a facsimile affixed, engraved,

printed, placed, stamped with indelible ink, transmitted by telecommunication or

electronically, or in any other manner reproduced on the record, is placed on a

record with the present intention to authenticate that record; and

b. With respect to a record required by this chapter to be filed with the secretary of

state means that:

(1) The record is signed by a person authorized to do so by this chapter, or by

or pursuant to an agreement among the partners, or by a resolution

approved by the affirmative vote of the required proportion or number of

partners; and

(2) The signature and the record are communicated by a method or medium of

communication acceptable by the secretary of state.
N.D. Cent. Code § 45-11-04 — ND Code / Title 45 / Chapter 45-11 / Section 45-11-04
45-11-04. Penalty for unlawful use of fictitious name
Status: in_force

45-11-04. Penalty for unlawful use of fictitious name

Persons doing business as partners contrary to the provisions of section 45-11-01 may not

maintain an action on, or an account of, any contracts made or transactions had in their

partnership name in any court of this state until they have filed the certificate required by section
N.D. Cent. Code § 45-13-06 — ND Code / Title 45 / Chapter 45-13 / Section 45-13-06
45-13-06. (106) Law governing internal relations
Status: in_force

45-13-06. (106) Law governing internal relations

1. Except as otherwise provided in subsection 2, the law of the jurisdiction in which the

principal executive office of the partnership is located governs relations among the

partners and between the partners and the partnership.

2. The law of this state governs relations among the partners and between the partners

and the partnership and the liability of partners for an obligation of a limited liability

partnership.
N.D. Cent. Code § 45-10.2-107 — ND Code / Title 45 / Chapter 45-10.2 / Section 45-10.2-107
45-10.2-107. Service of process on a limited partnership or foreign limited partnership and on nonresident general partners
Status: in_force

45-10.2-107. Service of process on a limited partnership or foreign limited partnership

and on nonresident general partners.

Any process, notice, or demand required or permitted by law to be served on the limited

partnership, foreign limited partnership, or general partner may be served as provided in section

10-01.1-13.
N.D. Cent. Code § 45-22-04 — ND Code / Title 45 / Chapter 45-22 / Section 45-22-04
45-22-04. Limited liability partnership - Name
Status: reserved

45-22-04. Limited liability partnership - Name

1. The name of a limited liability partnership:

a. Must be expressed in letters or characters in the English language as those

letters or characters appear in the American standard code for information

interchange (ASCII) table.

b. Must contain the words "limited liability partnership" or the abbreviation "L.L.P." or

the abbreviation "LLP", either of which abbreviations may be used

interchangeably for all purposes authorized by this chapter, including real estate

matters, contracts, and filings with the secretary of state.

c. May not contain the word "corporation", "company", "incorporated", "limited

liability company", "limited partnership", "limited liability limited partnership", or an

abbreviation of these words.

d. May not contain a word or phrase indicating or implying the limited liability

partnership:

(1) Is formed for a purpose other than:

(a) A lawful purpose for which a limited liability partnership may be formed

under this chapter; or

(b) For a purpose stated in its registration; or

(2) May not be formed under this chapter.

e. Must be distinguishable in the records of the secretary of state from:

(1) The name, whether foreign and authorized to do business in this state or

domestic, unless there is filed with the registration a record that complies

with subsection 3, of:

(a) Another limited liability partnership;

(b) A corporation;

(c) A limited liability company;

(d) A limited partnership; or

(e) A limited liability limited partnership;

(2) A name, the right to which is at the time of registration reserved in the

manner provided in section 10-19.1-14, 10-32.1-12, 10-33-11, 45-10.2-11,

45-13-04.2, or 45-22-05;

(3) A fictitious name registered in the manner provided in chapter 45-11;

(4) A trade name registered in the manner provided in chapter 47-25; or

(5) A trademark or service mark registered in the manner provided in chapter

47-22.

f. Need not be filed as provided in chapter 45-11 except if transacting business

under a name other than the name as registered under this chapter.

2. The secretary of state shall determine whether a name is distinguishable in the

secretary of state's records from another name for purposes of this chapter and may

adopt rules reasonable or necessary for making these determinations.

3. If the secretary of state determines a limited liability partnership name is

indistinguishable in the secretary of state's records from another name for purposes of

this chapter, the limited liability partnership name may not be used unless there is filed

with the registration:

a. The written consent of the holder of the rights to the name to which the proposed

name has been determined to be indistinguishable; or

b. A certified copy of a judgment of a court in this state establishing the earlier right

of the applicant to the use of the name in this state.

4. This section and section 45-22-05 do not:

a. Abrogate or limit:

(1) The law of unfair competition or unfair practices;

(2) Chapter 47-25;

(3) The laws of the United States with respect to the right to acquire and protect

copyrights, trade names, trademarks, service names, and service marks; or

(4) Any other rights to the exclusive use of names or symbols.

b. Derogate the common law or principles of equity.

5. A limited liability partnership that is the surviving organization in a merger with one or

more organizations, or that acquires by sale, lease, or other disposition to or exchange

with a domestic organization all or substantially all of the assets of another

organization including its name, may have the same name, subject to the

requirements of subsection 1, as that used in this state by any of the other

organizations, if the other organization whose name is sought:

a. Is incorporated, organized, formed, or registered under the laws of this state;

b. Is authorized to transact business or conduct activities in this state;

c. Holds a reserved name in the manner provided in section 10-19.1-14, 10-32.1-12,

10-33-11, 45-10.2-11, 45-13-04.2, or 45-22-05;

d. Holds a fictitious name registered in the manner provided in chapter 45-11;

e. Holds a trade name registered in the manner provided in chapter 47-25; or

f. Holds a trademark or service mark registered in the manner provided in chapter

47-22.

6. The use of a name by a limited liability partnership in violation of this section does not

affect or vitiate the limited liability partnership's status as a limited liability partnership.

However, a court of this state may, upon application of the state or of an interested or

affected person, enjoin the limited liability partnership from doing business under a

name assumed in violation of this section, even though the limited liability partnership's

registration may have been filed with the secretary of state.

7. A limited liability partnership whose registration has expired or whose registration has

been forfeited as provided in section 45-22-21.1 may reacquire the right to use that

name by refiling a registration as provided in section 45-22-03 unless the name has

been adopted for use or reserved by another person, in which case the filing will be

rejected unless the filing is accompanied by a written consent or judgment pursuant to

subsection 3. A limited liability partnership that cannot reacquire the use of its limited

liability partnership name shall adopt a new limited liability partnership name that

complies with this section:

a. By refiling a registration as provided in section 45-22-03;

b. By amending its registration as provided in section 45-22-03; or

c. By reinstating the limited liability partnership pursuant to section 45-22-21.1,

unless the name has been adopted for use or reserved by another person, in

which case the filing will be rejected unless the filing is accompanied by a written

consent or judgment as provided in subsection 3.

8. With respect to foreign limited liability partnerships:

a. A foreign limited liability partnership may register under any name that would be

available to a domestic limited liability partnership, regardless of whether the

name is the same under which the foreign limited liability partnership is

authorized in the jurisdiction of original registration.

b. A fictitious name certificate must be filed as provided in chapter 45-11 only if

registering under a name other than the name as authorized in the jurisdiction of

original registration.

9. A limited liability partnership that files its registration with an effective date later than

the date of filing as provided in subsection 9 of section 45-22-03 shall maintain the

right to the name until the effective date.
N.D. Cent. Code § 45-16-03 — ND Code / Title 45 / Chapter 45-16 / Section 45-16-03
45-16-03. (403) Partner's rights and duties with respect to information
Status: in_force

45-16-03. (403) Partner's rights and duties with respect to information

1. A partnership shall keep its books and records, if any, at its chief executive office.

2. A partnership shall provide partners and their agents and attorneys access to its books

and records. It shall provide former partners and their agents and attorneys access to

books and records pertaining to the period during which they were partners. The right

of access provides the opportunity to inspect and copy books and records during

ordinary business hours. A partnership may impose a reasonable charge, covering the

costs of labor and material, for copies of documents furnished.

3. Each partner and the partnership shall furnish to a partner, and to the legal

representative of a deceased partner or partner under legal disability:

a. Without demand, any information concerning the partnership's business and

affairs reasonably required for the proper exercise of the partner's rights and

duties under the partnership agreement or chapters 45-13 through 45-21; and

b. On demand, any other information concerning the partnership's business and

affairs, except to the extent the demand or the information demanded is

unreasonable or otherwise improper under the circumstances.
N.D. Cent. Code § 45-10.2-43 — ND Code / Title 45 / Chapter 45-10.2 / Section 45-10.2-43
45-10.2-43. (407) Right of general partner and former general partner to information
Status: in_force

45-10.2-43. (407) Right of general partner and former general partner to information

1. A general partner, without having any particular purpose for seeking the information,

may inspect and copy during regular business hours:

a. In the principal executive office of the limited partnership, required information;

and

b. At a reasonable location specified by the limited partnership, any other records

maintained by the limited partnership regarding the activities and financial

condition of the limited partnership.

2. Each general partner and the limited partnership shall furnish to a general partner:

a. Without demand, any information concerning the activities and financial condition

of the limited partnership reasonably required for the proper exercise of the rights

and duties of the general partner under the partnership agreement or this

chapter; and

b. On demand, any other information concerning the activities of the limited

partnership, except to the extent the demand or the information demanded is

unreasonable or otherwise improper under the circumstances.

3. Subject to subsection 5, on ten days' demand made in a record received by the limited

partnership, a person dissociated as a general partner may have access to the

information and records described in subsection 1 at the location specified in

subsection 1 if:

a. The information or record pertains to the period during which the person was a

general partner;

b. The person seeks the information or record in good faith; and

c. The person satisfies the requirements imposed on a limited partner by

subsection 2 of section 45-10.2-34.

4. The limited partnership shall respond to a demand made pursuant to subsection 3 in

the same manner as provided in subsection 3 of section 45-10.2-34.

5. If a general partner dies, then section 45-10.2-65 applies.

6. The limited partnership may impose reasonable restrictions on the use of information

under this section. In any dispute concerning the reasonableness of a restriction under

this subsection, the limited partnership has the burden of proving reasonableness.

7. A limited partnership may charge a person dissociated as a general partner that

makes a demand under this section reasonable costs of copying, limited to the costs

of labor and material.

8. A general partner or person dissociated as a general partner may exercise the rights

under this section through an attorney or other agent. Any restriction imposed under

subsection 6 or by the partnership agreement applies both to the attorney or other

agent and to the general partner or person dissociated as a general partner.

9. The rights under this section do not extend to a person as transferee, but the rights

under subsection 3 of a person dissociated as a general partner may be exercised by

the legal representative of an individual who dissociated as a general partner under

subdivisions b and c of subsection 7 of section 45-10.2-57.
N.D. Cent. Code § 45-10.2-77 — ND Code / Title 45 / Chapter 45-10.2 / Section 45-10.2-77
45-10.2-77. (905) Foreign limited partnership - Name
Status: in_force

45-10.2-77. (905) Foreign limited partnership - Name

1. A foreign limited partnership whose name does not comply with section 45-10.2-10

may not obtain a certificate of authority until it adopts, for the purpose of transacting

business in this state, an alternate name that complies with section 45-10.2-10. A

foreign limited partnership that adopts an alternate name under this subsection and

then obtains a certificate of authority with the name shall comply with chapter 45-11.

After obtaining a certificate of authority with an alternate name, a foreign limited

partnership shall transact business in this state under the alternate name unless the

foreign limited partnership is authorized under section 45-10.2-10 to transact business

in this state under another name.

2. If a foreign limited partnership authorized to transact business in this state changes its

name to one that does not comply with section 45-10.2-10, then it may not thereafter

transact business in this state until it complies with subsection 1 and obtains an

amended certificate of authority.
N.D. Cent. Code § 45-10.2-98 — ND Code / Title 45 / Chapter 45-10.2 / Section 45-10.2-98
45-10.2-98. Abandonment of conversion
Status: in_force

45-10.2-98. Abandonment of conversion

1. If the articles of conversion have not been filed with the secretary of state, and:

a. If the converting organization is a limited partnership, then subject to section

45-10.2-104 and any contractual rights, after a conversion is approved, and at

any time before the effective date of the plan, a converting limited 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 limited partnership, then the abandonment

of the plan of conversion must comply with its governing statute.

2. If articles of conversion have been filed with the secretary of state, but have 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.
N.D. Cent. Code § 45-10.2-108 — ND Code / Title 45 / Chapter 45-10.2 / Section 45-10.2-108
45-10.2-108. Secretary of state - Annual report of limited partnership and foreign limited partnership
Status: in_force

45-10.2-108. Secretary of state - Annual report of limited partnership and foreign

limited partnership.

1. Each limited partnership, and each foreign limited partnership authorized to transact

business in this state, shall file, within the time provided by subsection 3, an annual

report setting forth:

a. The name of the limited partnership or foreign limited partnership and the

jurisdiction of origin.

b. The address of the registered office of the limited partnership or foreign limited

partnership in this state and the name of the registered agent of the limited

partnership or foreign limited partnership in this state at that address.

c. The address of the principal executive office of the limited partnership or foreign

limited partnership.

d. A brief statement of the character of the business in which the limited partnership

or foreign limited partnership is actually engaged in this state.

e. The name and respective address of every general partner of the limited

partnership or foreign limited partnership.

2. The annual report must be submitted on forms prescribed by the secretary of state.

The information provided in the annual report must be accurate as of the time of filing

the report. The annual report must be signed as provided in subsection 40 of section

45-10.2-02 or a resolution approved by the affirmative vote of the required proportion

or number of partners. If the limited partnership or foreign limited partnership is in the

hands of a receiver or trustee, the annual report must be signed on behalf of the

limited partnership or foreign limited partnership by the receiver or trustee. The

secretary of state may destroy any annual reports provided for in this section after the

annual report is on file for six years.

3. Except for the first annual report, the annual report of a limited partnership or foreign

limited partnership must be delivered to the secretary of state before April first of each

year. The first annual report of a limited partnership must be delivered before April first

of the year following the calendar year of the effective date of the limited partnership

certificate and the first annual report of a foreign limited partnership must be delivered

before April first of the year following the calendar year in which the certificate of

authority was filed by the secretary of state. The secretary of state shall file the report if

the report conforms to the requirements of subsection 2.

a. If the report does not conform, then the report must be returned to the limited

partnership or foreign limited partnership for any necessary corrections.

b. If the report is filed before the deadlines provided in this subsection, then

penalties for the failure to file a report within the time provided do not apply if the

report is corrected to conform to the requirements of subsection 2 and returned to

the secretary of state within thirty days after the annual report was returned by

the secretary of state for correction.

4. After the date established under subsection 3, the secretary of state shall notify any

limited partnership or foreign limited partnership failing to file an annual report that the

certificate of limited partnership or certificate of authority of a foreign limited

partnership is not in good standing and that the certificate of the limited partnership or

the certificate of authority of the foreign limited partnership may be dissolved or

revoked pursuant to subsection 5.

a. The secretary of state must mail notice of dissolution or revocation to the last

registered agent at the last registered office.

b. If the limited partnership or foreign limited partnership files an annual report after

the notice is mailed, then the secretary of state will restore the certificate or

certificate of authority of the limited partnership or foreign limited partnership to

good standing.

5. A limited partnership that does not file an annual report, within six months after the

date established in subsection 3, ceases to exist and is considered involuntarily

dissolved by operation of law.

a. The secretary of state shall note the dissolution of the certificate of limited

partnership on the records of the secretary of state and shall give notice of the

action to the dissolved limited partnership.

b. Notice by the secretary of state must be mailed to the last registered agent at the

last registered office of the limited partnership.

6. A foreign limited partnership that does not file an annual report, within six months after

the date established by subsection 3, forfeits the right to transact business in this

state.

a. The secretary of state shall note the revocation of the certificate of authority of the

foreign limited partnership on the records of the secretary of state and shall give

notice of the action to the foreign limited partnership.

b. Notice by the secretary of state must be mailed to the last registered agent at the

last registered office of the foreign limited partnership.

7. A limited partnership that is dissolved for failure to file an annual report, or a certificate

of authority of a foreign limited partnership that is forfeited for failure to file an annual

report, may be reinstated by filing a past-due report, together with the statutory filing

and penalty fees for an annual report and a reinstatement fee as provided in section
N.D. Cent. Code § 45-16-04 — ND Code / Title 45 / Chapter 45-16 / Section 45-16-04
45-16-04. (404) General standards of partner's conduct
Status: in_force

45-16-04. (404) General standards of partner's conduct

1. The only fiduciary duties a partner owes to the partnership and the other partners are

the duty of loyalty and the duty of care set forth in subsections 2 and 3.

2. A partner's duty of loyalty to the partnership and the other partners is limited to the

following:

a. To account to the partnership and hold as trustee for it any property, profit, or

benefit derived by the partner in the conduct and winding up of the partnership

business or derived from a use by the partner of partnership property, including

the appropriation of a partnership opportunity;

b. To refrain from dealing with the partnership in the conduct or winding up of the

partnership business as or on behalf of a party having an interest adverse to the

partnership; and

c. To refrain from competing with the partnership in the conduct of the partnership

business before the dissolution of the partnership.

3. A partner's duty of care to the partnership and the other partners in the conduct and

winding up of the partnership business is limited to refraining from engaging in grossly

negligent or reckless conduct, intentional misconduct, or a knowing violation of law.

4. A partner shall discharge the duties to the partnership and the other partners under

chapters 45-13 through 45-21 or under the partnership agreement and exercise any

rights consistently with the obligation of good faith and fair dealing.

5. A partner does not violate a duty or obligation under chapters 45-13 through 45-21 or

under the partnership agreement merely because the partner's conduct furthers the

partner's own interest.

6. A partner may lend money to and transact other business with the partnership, and as

to each loan or transaction, the rights and obligations of the partner are the same as

those of a person who is not a partner, subject to other applicable law.

7. This section applies to a person winding up the partnership business as the personal

or legal representative of the last surviving partner as if the person were a partner.
N.D. Cent. Code § 45-10.2-33 — ND Code / Title 45 / Chapter 45-10.2 / Section 45-10.2-33
45-10.2-33. (303) No liability as limited partner for limited partnership obligation
Status: in_force

45-10.2-33. (303) No liability as limited partner for limited partnership obligation

An obligation of a limited partnership, whether arising in contract, tort, or otherwise, is not

the obligation of a limited partner. A limited partner is not personally liable, directly or indirectly,

by way of contribution or otherwise, for an obligation of the limited partnership solely by reason

of being a limited partner, even if the limited partner participates in the management and control

of the limited partnership.
N.D. Cent. Code § 45-10.2-110 — ND Code / Title 45 / Chapter 45-10.2 / Section 45-10.2-110
45-10.2-110. Secretary of state - Duties
Status: in_force

45-10.2-110. Secretary of state - Duties

The secretary of state shall maintain an alphabetical index of all limited partnerships and

foreign limited partnerships on file with that office. All records filed with the secretary of state

under this chapter must be retained in that office until the records have been committed to

microcopy, at which time the records may be destroyed.
N.D. Cent. Code § 45-10.2-69 — ND Code / Title 45 / Chapter 45-10.2 / Section 45-10.2-69
45-10.2-69. (203) Statement of termination
Status: in_force

45-10.2-69. (203) Statement of termination

A dissolved limited partnership that has completed winding up may deliver to the secretary

of state for filing a statement of termination that states:

1. The name of the limited partnership; and

2. Any other information as determined by the general partners filing the statement or by

a person appointed pursuant to subsection 3 or 4 of section 45-10.2-68.
N.D. Cent. Code § 45-22-23.2 — ND Code / Title 45 / Chapter 45-22 / Section 45-22-23.2
45-22-23.2. Correcting a filed record
Status: in_force

45-22-23.2. Correcting a filed record

With respect to correction of a filed record:

1. Whenever a record authorized by this chapter to be filed with the secretary of state

has been filed and inaccurately records the action referred to in the record, contains

an inaccurate or erroneous statement, or was defectively or erroneously signed,

sealed, acknowledged, or verified, the record may be corrected by filing a statement of

correction.

2. A statement of correction:

a. Must:

(1) Be signed by:

(a) The person that signed the original record; or

(b) By a person authorized to sign on behalf of that person;

(2) Set forth the name of the limited liability partnership that filed the record;

(3) Identify the record to be corrected by description and by the date of its filing

with the secretary of state;

(4) Identify the inaccuracy, error, or defect to be corrected; and

(5) Set forth a statement in corrected form of the portion of the record to be

corrected.

b. May not revoke or nullify the record.

3. The statement of correction must be filed with the secretary of state.

4. With respect to the effective date of correction:

a. A certificate issued by the secretary of state before a record is corrected, with

respect to the effect of filing the original record, is considered to be applicable to

the record as corrected as of the date the record as corrected is considered to

have been filed under this subsection.

b. After a statement of correction has been filed with the secretary of state, the

original record as corrected is considered to have been filed:

(1) On the date the statement of correction was filed:

(a) As to persons adversely affected by the correction; and

(b) For the purposes of subsections 3 and 4 of section 45-10.2-06; and

(2) On the date the original record was filed as to all other persons and for all

other purposes.
N.D. Cent. Code § 45-10.2-20 — ND Code / Title 45 / Chapter 45-10.2 / Section 45-10.2-20
45-10.2-20. Remote communications for partner meetings
Status: in_force

45-10.2-20. Remote communications for partner meetings

1. This section must be construed and applied to:

a. Facilitate remote communication consistent with other applicable law; and

b. Be consistent with reasonable practices concerning remote communication and

with the continued expansion of those practices.

2. To the extent authorized in the certificate of limited partnership or the partnership

agreement and determined by the general partners:

a. A meeting of the partners may be held solely by any combination of means of

remote communication through which the participants may participate in the

meeting:

(1) If notice of the meeting is given to every holder of interests entitled to vote

as would be required by the certificate of limited partnership or the

partnership agreement for a meeting; and

(2) If the number of partnership interests held by the partners participating in

the meeting would be sufficient to constitute a quorum at a meeting.

b. A partner not physically present in person or by proxy at a meeting of partners

may by means of remote communication participate in a meeting of partners held

at a designated place.

3. In any meeting of partners held solely by means of remote communication under

subdivision a of subsection 2 or in any meeting of partners held at a designated place

in which one or more partners participate by means of remote communication under

subdivision b of subsection 2:

a. The limited partnership shall implement reasonable measures to:

(1) Verify that each person deemed present and entitled to vote at the meeting

by means of remote communication is a partner; and

(2) Provide each partner participating by means of remote communication with

a reasonable opportunity to participate in the meeting, including an

opportunity to:

(a) Read or hear the proceedings of the meeting substantially

concurrently with those proceedings;

(b) If allowed by the procedures governing the meeting, have the remarks

of a partner heard or read by other participants in the meeting

substantially concurrently with the making of those remarks; and

(c) If otherwise entitled, vote on matters submitted to the partners.

b. Participation in a meeting by this means constitutes presence at the meeting in

person or by proxy if all of the requirements of section 45-10.2-21 are met.

4. Any ballot, vote, authorization, or consent submitted by electronic communication

under this chapter may be revoked by the partner submitting the ballot, vote,

authorization, or consent so long as the revocation is received by a general partner of

the limited partnership at or before the meeting or before an action without a meeting

is effective as provided in section 45-10.2-19.

5. A partner may waive notice of a meeting by means of authenticated electronic

communication. Participation in a meeting by means of remote communication

described in subdivisions a and b of subsection 2 is a waiver of notice of that meeting,

except when the partner objects:

a. At the beginning of the meeting to the transaction of business because the

meeting is not lawfully called or convened; or

b. Before a vote on an item of business because the item may not lawfully be

considered at the meeting and does not participate in the consideration of the

item at that meeting.
N.D. Cent. Code § 45-21-04.3 — ND Code / Title 45 / Chapter 45-21 / Section 45-21-04.3
45-21-04.3. Foreign partnership - Conversion of foreign partnership authorized to transact business in this state
Status: in_force

45-21-04.3. Foreign partnership - Conversion of foreign partnership authorized to

transact business in this state.

If a foreign partnership transacting business in this state converts to another organization

permitted by its governing statute, and the converted organization will continue to transact

business in this state, within thirty days after the conversion becomes effective, the newly

created organization resulting from the conversion shall:

1. File with the secretary of state a certified statement of conversion duly authenticated

by the proper officer of the jurisdiction in which the statutory conversion was effected;

and

2. Shall obtain a certificate of authority or applicable registration in accordance with the

North Dakota governing statute applicable to the converted organization.
N.D. Cent. Code § 45-10.2-47 — ND Code / Title 45 / Chapter 45-10.2 / Section 45-10.2-47
45-10.2-47. (502) Liability for contribution
Status: in_force

45-10.2-47. (502) Liability for contribution

1. The obligation of a partner to contribute money or other property or other benefit to, or

to perform services for, a limited partnership is not excused by the death of a partner,

disability, or other inability to perform personally.

2. If a partner does not make a promised nonmonetary contribution, the partner is

obligated at the option of the limited partnership to contribute money equal to that

portion of the value, as stated in the required information, of the stated contribution

that has not been made.

3. The obligation of a partner to make a contribution or return money or other property

paid or distributed in violation of this chapter may be compromised only by consent of

all partners. A creditor of a limited partnership that extends credit or otherwise acts in

reliance on an obligation described in subsection 1, without notice of any compromise

under this subsection, may enforce the original obligation.
N.D. Cent. Code § 45-22-17 — ND Code / Title 45 / Chapter 45-22 / Section 45-22-17
45-22-17. Service of process on a limited liability partnership or a foreign limited liability partnership and on a nonresident partner
Status: in_force

45-22-17. Service of process on a limited liability partnership or a foreign limited

liability partnership and on a nonresident partner.

Any process, notice, or demand required or permitted by law to be served on the limited

liability partnership, the foreign limited liability partnership, or a partner may be served as

provided in section 10-01.1-13.
N.D. Cent. Code § 45-10.2-109 — ND Code / Title 45 / Chapter 45-10.2 / Section 45-10.2-109
45-10.2-109. Secretary of state - Fees for filing records
Status: reserved

45-10.2-109. Secretary of state - Fees for filing records

The secretary of state shall charge and collect for:

1. Filing a certificate of limited partnership, one hundred ten dollars.

2. Filing a limited partnership amendment, forty dollars.

3. Filing articles of conversion of a limited partnership, fifty dollars and:

a. If the organization resulting from the conversion will be a domestic organization

governed by the laws of this state, then the fees provided by the governing laws

to establish or register a new organization like the organization resulting from the

conversion; or

b. If the organization resulting from the conversion will be a foreign organization that

will transact business in this state, then the fees provided by the governing laws

to obtain a certificate of authority or register an organization like the organization

resulting from the conversion.

4. Filing abandonment of conversion, fifty dollars.

5. Filing limited partnership articles of merger, fifty dollars.

6. Filing abandonment of merger or exchange, fifty dollars.

7. Filing a limited partnership statement of correction, forty dollars.

8. Filing a limited partnership dissolution, twenty-five dollars.

9. Filing a limited partnership cancellation, twenty-five dollars.

10. Filing a reservation of name, ten dollars.

11. Filing a notice of transfer of a reserved limited partnership name, ten dollars.

12. Filing a cancellation of a reserved limited partnership name, ten dollars.

13. Filing a consent to use a name, ten dollars.

14. Filing a statement of change of address of registered office or change of registered

agent, or both, or a change of address of registered office by registered agent, the fee

provided by section 10-01.1-03.

15. Filing a certificate of authority of foreign limited partnership, one hundred ten dollars.

16. Filing a certified statement of amendment of foreign limited partnership, forty dollars.

17. Filing a certified statement of dissolution of foreign limited partnership, twenty-five

dollars.

18. Filing a certified statement of cancellation of foreign limited partnership, twenty-five

dollars.

19. Filing a certified statement of merger of foreign limited partnership, fifty dollars.

20. Filing a certified statement of conversion of foreign limited partnership, fifty dollars and:

a. If the organization resulting from the conversion will be a domestic organization

governed by the laws of this state, then the fees provided by the governing laws

to establish or register a new organization like the organization resulting from the

conversion; or

b. If the organization resulting from the conversion will be a foreign organization that

will transact business in this state, then the fees provided by the governing laws

to obtain a certificate of authority or register an organization like the organization

resulting from the conversion.

21. Filing a statement of withdrawal of foreign limited partnership, twenty-five dollars.

22. Filing an annual report of a limited partnership or foreign limited partnership,

twenty-five dollars.

a. The secretary of state shall charge and collect additional fees for late filing of an

annual report as follows:

(1) After the date provided in subsection 3 of section 45-10.2-108, twenty

dollars; and

(2) After the dissolution of the limited partnership or the revocation of the

certificate of authority of a foreign limited partnership, the reinstatement fee

of one hundred dollars.

b. Fees paid to the secretary of state according to this subsection are not refundable

if an annual report submitted to the secretary of state cannot be filed because it

lacks information required by section 45-10.2-108, or the annual report lacks

sufficient payment as required by this subsection.

23. Any record submitted for approval before the actual time of submission for filing,

one-half of the fee provided in this section for filing the record.

24. Filing any process, notice, or demand for service, the fee provided in section

10-01.1-03.

25. Furnishing a certificate of existence or authorization:

a. Fifteen dollars; and

b. Five dollars for a search of records.

26. Furnishing a certified copy of any record, or paper relating to a limited partnership or

foreign limited partnership:

a. The fee provided in section 54-09-04 for copying a record;

b. Fifteen dollars for the certificate and affixing the seal thereto; and

c. Five dollars for a search of records.
N.D. Cent. Code § 45-11-08.1 — ND Code / Title 45 / Chapter 45-11 / Section 45-11-08.1
45-11-08.1. Principal place of business
Status: in_force

45-11-08.1. Principal place of business

Each partnership which files a fictitious name certificate shall have and continuously

maintain on file in the office of the secretary of state an address of the principal place of

business, which must also serve as a mailing address. The address of the principal place of

business may be changed by notifying the secretary of state. The notification must contain the

name of the partnership, the state or country of organization, and the new address of the

principal place of business.
N.D. Cent. Code § 45-10.2-101 — ND Code / Title 45 / Chapter 45-10.2 / Section 45-10.2-101
45-10.2-101. (1107) Plan of merger approval - Amendment and abandonment
Status: in_force

45-10.2-101. (1107) Plan of merger approval - Amendment and abandonment

1. Subject to section 45-10.2-104, a plan of merger must be consented to by all the

partners of a constituent limited partnership.

2. Subject to section 45-10.2-104 and any contractual rights, after a merger is approved,

and at any time before a filing is made under section 45-10.2-102, a constituent limited

partnership may amend the plan or abandon the planned merger:

a. As provided in the plan; and

b. Except as prohibited by the plan, with the same consent as was required to

approve the plan.
N.D. Cent. Code § 45-10.2-112 — ND Code / Title 45 / Chapter 45-10.2 / Section 45-10.2-112
45-10.2-112. Secretary of state - Certificates and certified copies to be received in evidence
Status: in_force

45-10.2-112. Secretary of state - Certificates and certified copies to be received in

evidence.

1. All copies of records filed in accordance with this chapter, when certified by the

secretary of state, may be taken and received in all courts, public offices, and official

bodies as evidence of the facts stated.

2. A certificate by the secretary of state under the great seal of this state, as to the

existence or nonexistence of the facts relating to limited partnerships or foreign limited

partnerships which would not appear from a certified copy of any of the foregoing

records or certificates, may be taken and received in all courts, public offices, and

official bodies as evidence of the existence or nonexistence of the facts stated.

3. Any certificate or certified copy issued by the secretary of state under this section may

be created and disseminated as an electronic record with the same force and effect as

if produced in a paper form.
N.D. Cent. Code § 45-12-03 — ND Code / Title 45 / Chapter 45-12 / Section 45-12-03
45-12-03. Repeal
Status: repealed

45-12-03. Repeal

Except as affecting existing limited or special partnerships to the extent set forth in section

45-12-01, chapters 45-01, 45-02, 45-03, and 45-04 are hereby repealed.
N.D. Cent. Code § 45-21-07.1 — ND Code / Title 45 / Chapter 45-21 / Section 45-21-07.1
45-21-07.1. Liability of general partner after conversion or merger
Status: in_force

45-21-07.1. Liability of general partner after conversion or merger

1. A conversion or merger under this chapter does not discharge any liability under

sections 45-15-06, 45-15-07, and 45-15-08 of a person that was a general partner in

or dissociated as a general partner from a converting or constituent partnership, but:

a. The provisions of this chapter pertaining to the collection or discharge of the

liability continue to apply to the liability;

b. For the purposes of applying those provisions, the converted or surviving

organization is deemed to be the converting or constituent partnership; and

c. If a person is required to pay any amount under this subsection, then:

(1) The person has a right of contribution from each other person that was liable

as a general partner under section 45-15-06 when the obligation was

incurred and has not been released from the obligation under section

45-20-06; and

(2) The contribution due from each of those persons is in proportion to the right

to receive distributions in the capacity of general partner in effect for each of

those persons when the obligations were incurred as provided in section

45-20-07.

2. In addition to any other liability provided by law:

a. A person that immediately before a conversion or merger became effective was a

general partner in a converting or constituent partnership is personally liable for

each obligation of the converted or surviving organization arising from a

transaction with a third party after the conversion or merger becomes effective, if,

at the time the third party enters into the transaction, the third party:

(1) Does not have notice of the conversion or merger; and

(2) Reasonably believes that:

(a) The converted or surviving organization or business is the converting

or constituent partnership; and

(b) The person is a general partner in the converting or constituent

partnership; and

b. A person that was dissociated as a general partner from a converting or

constituent partnership before the conversion or merger became effective is

personally liable for each obligation of the converted or surviving organization

arising from a transaction with a third party after the conversion or merger

becomes effective, if at the time the third party enters into the transaction less

than two years have passed since the person dissociated as a general partner

and the third party:

(1) Does not have notice of the dissociation;

(2) Does not have notice of the conversion or merger; and

(3) Reasonably believes that:

(a) The converted or surviving organization or business is the converting

or constituent partnership; and

(b) The person is a general partner in the converting or constituent

partnership.
N.D. Cent. Code § 45-11-07 — ND Code / Title 45 / Chapter 45-11 / Section 45-11-07
45-11-07. Certified copy used as evidence
Status: in_force

45-11-07. Certified copy used as evidence

A copy of the entry of the secretary of state relating to a partnership certificate, made as

directed in section 45-11-01, when certified by the secretary of state, is presumptive evidence of

the facts stated therein.
N.D. Cent. Code § 45-23-06 — ND Code / Title 45 / Chapter 45-23 / Section 45-23-06
45-23-06. General partner liability
Status: in_force

45-23-06. General partner liability

An obligation of a limited liability limited partnership, whether arising in contract, tort, or

otherwise, is solely the obligation of the limited liability limited partnership.

1. A general partner is not personally liable, directly or indirectly by way of contribution or

otherwise, for an obligation of the limited liability limited partnership solely by reason of

being or acting as a general partner.

2. This section applies notwithstanding anything inconsistent in the partnership

agreement.
N.D. Cent. Code § 45-10.2-49 — ND Code / Title 45 / Chapter 45-10.2 / Section 45-10.2-49
45-10.2-49. (504) Interim distributions
Status: in_force

45-10.2-49. (504) Interim distributions

A partner does not have a right to any distribution before the dissolution and winding up of

the limited partnership unless the limited partnership decides to make an interim distribution.
N.D. Cent. Code § 45-10.2-100 — ND Code / Title 45 / Chapter 45-10.2 / Section 45-10.2-100
45-10.2-100. (1106) Merger
Status: in_force

45-10.2-100. (1106) Merger

1. A limited partnership may merge with one or more other constituent organizations

pursuant to this section and sections 45-10.2-101 through 45-10.2-103 and a plan of

merger, if:

a. The governing statute of each of the other organizations authorizes the merger;

b. The merger is not prohibited by the law of a jurisdiction that enacted any of those

governing statutes; and

c. Each of the other organizations complies with its governing statute in effecting the

merger.

2. For the purposes of sections 45-10.2-100 through 45-10.2-103, "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; and

e. A limited liability limited partnership, its certificate of limited liability limited

partnership.

3. A plan of merger must be in a record and must include:

a. The name and form of each constituent organization;

b. The name and form of the surviving organization and:

(1) If the surviving organization is to be created by the merger, then:

(a) A statement to that effect; and

(b) Its organizational record; or

(2) If the surviving organization is not to be created by the merger, then any

amendments to be made to the organizational record of the surviving

organization;

c. The terms and conditions of the merger;

d. The manner and basis for converting the interests in each constituent

organization into any combination of money, interests in the surviving

organization, and other consideration; and

e. Any other provisions with respect to the proposed merger that are deemed to be

necessary or desirable.
N.D. Cent. Code § 45-10.2-70 — ND Code / Title 45 / Chapter 45-10.2 / Section 45-10.2-70
45-10.2-70. (804) Power of general partner and person dissociated as general partner to bind partnership after dissolution
Status: in_force

45-10.2-70. (804) Power of general partner and person dissociated as general partner

to bind partnership after dissolution.

1. A limited partnership is bound by an act of a general partner after dissolution which:

a. Is appropriate for winding up the activities of a limited partnership; or

b. Would have bound the limited partnership under section 45-10.2-38 before

dissolution, if, at the time the other party enters into the transaction, the other

party does not have notice of the dissolution.

2. A person dissociated as a general partner binds a limited partnership through an act

occurring after dissolution if:

a. At the time the other party enters into the transaction:

(1) Less than two years have passed since the dissociation; and

(2) The other party does not have notice of the dissociation and reasonably

believes that the person is a general partner; and

b. The act:

(1) Is appropriate for winding up the activities of the limited partnership; or

(2) Would have bound the limited partnership under section 45-10.2-38 before

dissolution and at the time the other party enters into the transaction the

other party does not have notice of the dissolution.
N.D. Cent. Code § 45-19-05 — ND Code / Title 45 / Chapter 45-19 / Section 45-19-05
45-19-05. (705) Continued use of partnership name
Status: in_force

45-19-05. (705) Continued use of partnership name

Continued use of a partnership name, or a dissociated partner's name as part thereof, by

partners continuing the business does not of itself make the dissociated partner liable for an

obligation of the partners or the partnership continuing the business.
N.D. Cent. Code § 45-22-20.1 — ND Code / Title 45 / Chapter 45-22 / Section 45-22-20.1
45-22-20.1. Foreign limited liability partnership - Transactions by a foreign limited liability partnership not constituting the transactions of business
Status: in_force

45-22-20.1. Foreign limited liability partnership - Transactions by a foreign limited

liability partnership not constituting the transactions of business.

1. A foreign limited liability partnership transacting business in this state may not maintain

any claim, action, suit, or proceeding in any court of this state until the foreign limited

liability partnership registers with the secretary of state.

2. The failure of a foreign limited liability partnership to register does not impair the

validity of any contract or act of the foreign limited liability partnership or prevent the

foreign limited liability partnership from defending any claim, action, suit, or proceeding

in any court in this state.

3. A foreign limited liability partnership, by transacting business in this state without

registering, appoints the secretary of state as the foreign limited liability partnership's

agent upon whom any notice, process, or demand may be served.

4. A foreign limited liability partnership that transacts business in this state without

registering is liable to the state for the years or parts of years during which the foreign

limited liability partnership transacted business in this state without registering in an

amount equal to all fees that would have been imposed by this chapter upon that

foreign limited liability partnership had the foreign limited liability partnership duly

registered, filed all reports required by this chapter, and paid all penalties imposed by

this chapter. The attorney general shall bring proceedings to recover all amounts due

this state under this section.

5. A foreign limited liability partnership that transacts business in this state without

registering is subject to a civil penalty, payable to the state, not to exceed five

thousand dollars. Each managing partner or agent who authorizes, directs, or

participates in the transaction of business in this state on behalf of a foreign limited

liability partnership that has not registered is subject to a civil penalty, payable to the

state, not to exceed one thousand dollars.

6. The civil penalties set forth in subsection 5 may be recovered in an action brought

within the district court of Burleigh County by the attorney general. Upon a finding by

the court that a foreign limited liability partnership or any of the foreign limited liability

partnership's managing partners or agents have transacted business in this state in

violation of this chapter, the court shall issue, in addition to the imposition of a civil

penalty, an injunction restraining the further transaction of the business of the foreign

limited liability partnership and further exercise of any rights and privileges by the

foreign limited liability partnership in this state. The foreign limited liability partnership

must be enjoined from transacting business in this state until all civil penalties plus any

interest and court costs that the court may assess have been paid and until the foreign

limited liability partnership has otherwise complied with the provisions of this chapter.
N.D. Cent. Code § 45-10.2-95 — ND Code / Title 45 / Chapter 45-10.2 / Section 45-10.2-95
45-10.2-95. Plan of conversion
Status: in_force

45-10.2-95. Plan of conversion

A plan of conversion must be in a record and must contain:

1. The name and form of the converting organization before conversion;

2. The name and form of the converted organization after conversion;

3. The terms and conditions of the conversion;

4. The manner and basis for converting each ownership interest in the converting

organization into ownership interests in the converted organization, or in whole or in

part, into money or other property;

5. The organizational records of the converted organization; and

6. Any other provisions with respect to the proposed conversion that are deemed to be

necessary or desirable.
N.D. Cent. Code § 45-21-04.2 — ND Code / Title 45 / Chapter 45-21 / Section 45-21-04.2
45-21-04.2. Effective date of conversion - Effect
Status: in_force

45-21-04.2. Effective date of conversion - Effect

1. A conversion is effective when the filing requirements of subsection 2 of section

45-21-04 have been fulfilled or on a later date specified in the statement of conversion.

2. With respect to the effect of conversion on the converting organization and on the

converted organization:

a. An organization that has been converted as provided in sections 45-21-01

through 45-21-07.1 is for all purposes the same entity that existed before the

conversion.

b. Upon a conversion becoming effective:

(1) If the converted organization is not a partnership, then the converted

organization has all the rights, privileges, immunities, and powers, and is

subject to the duties and liabilities as provided in its governing statute;

(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;

(4) An action or proceeding pending by or against the converting organization

may be continued as if the conversion had not occurred;

(5) Except as otherwise provided by other law, all rights, privileges, immunities,

and powers of the converting organization remain vested in the converted

organization;

(6) Except as otherwise provided in the plan of conversion, the terms and

conditions of the plan of conversion take effect; and

(7) Except as otherwise agreed, the conversion does not dissolve a converting

partnership for the purposes of sections 45-20-01 through 45-20-07.

3. When a conversion becomes effective, each ownership interest in the converting

organization is deemed to be converted into ownership interests in the converted

organization or, in whole or in part, into money or other property to be received under

the plan.

4. A converted organization that is a foreign organization consents to the jurisdiction of

the courts of this state to enforce any obligations owed by the converting partnership, if

before the conversion the converting partnership was subject to suit in this state on the

obligation.

5. A converted 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 purposes of enforcing an obligation under this subsection as

provided in section 10-01.1-13.
N.D. Cent. Code § 45-22-11 — ND Code / Title 45 / Chapter 45-22 / Section 45-22-11
45-22-11. Registered office and agent
Status: in_force

45-22-11. Registered office and agent

A limited liability partnership shall continuously maintain a registered agent as provided by

chapter 10-01.1 and, if a noncommercial registered agent, the address of that noncommercial

registered agent in this state.
N.D. Cent. Code § 45-19-02 — ND Code / Title 45 / Chapter 45-19 / Section 45-19-02
45-19-02. (702) Dissociated partner's power to bind and liability to partnership
Status: in_force

45-19-02. (702) Dissociated partner's power to bind and liability to partnership

1. For two years after a partner dissociates without resulting in a dissolution and winding

up of the partnership business, the partnership, including a surviving partnership under

chapter 45-21, is bound by an act of the dissociated partner which would have bound

the partnership under section 45-15-01 before dissociation only if at the time of

entering into the transaction the other party:

a. Reasonably believed that the dissociated partner was then a partner;

b. Did not have notice of the partner's dissociation; and

c. Is not deemed to have had knowledge under subsection 4 of section 45-15-03 or

notice under subsection 3 of section 45-19-04.

2. A dissociated partner is liable to the partnership for any damage caused to the

partnership arising from an obligation incurred by the dissociated partner after

dissociation for which the partnership is liable under subsection 1.
N.D. Cent. Code § 45-23-01 — ND Code / Title 45 / Chapter 45-23 / Section 45-23-01
45-23-01. Definitions
Status: in_force

45-23-01. Definitions

For the purposes of this chapter, unless the context otherwise requires:

1. "Address" means:

a. In case of a registered office or principal executive office, the mailing address of

the actual office location which may not be only a post-office box; and

b. In all other cases, the mailing address, including the zip code.

2. "Authenticated electronic communication" means:

a. That the electronic communication is delivered:

(1) To the principal place of business of the limited liability limited partnership;

or

(2) To a partner or agent of the limited liability limited partnership authorized by

the limited liability limited partnership to receive the electronic

communication; and

b. That the electronic communication sets forth information from which the limited

liability limited partnership can reasonably conclude that the electronic

communication was sent by the purported sender.

3. "Domestic organization" means an organization created under the laws of this state.

4. "Electronic" means relating to technology having electrical, digital, magnetic, wireless,

optical, electromagnetic, or similar capabilities.

5. "Electronic communication" means any form of communication, not directly involving

the physical transmission of paper:

a. That creates a record that may be retained, retrieved, and reviewed by a recipient

of the communication; and

b. That may be directly reproduced in paper form by the recipient through an

automated process.

6. "Electronic record" means a record created, generated, sent, communicated, received,

or stored by electronic means.

7. "Electronic signature" means an electronic sound, symbol, or process attached to or

logically associated with a record which is signed or adopted by a person with the

intent to sign the record.

8. "Filed with the secretary of state" means, except as otherwise permitted by law or rule:

a. That a record meeting the applicable requirements of this chapter, together with

the fees provided in section 45-23-08, was delivered or communicated to the

secretary of state by a method or medium of communication acceptable by the

secretary of state and was determined by the secretary of state to conform to law.

b. That the secretary of state did then:

(1) Record the actual date on which the record was filed, and if different, the

effective date of filing; and

(2) Record the record in the office of the secretary of state.

9. "Foreign limited liability limited partnership" means a partnership that is formed by two

or more persons under the laws of a jurisdiction other than this state, and:

a. Which is required by those laws to have one or more general partners and one or

more limited partners;

b. Whose general partners and limited partners have limited liability for the

obligations of the foreign limited liability limited partnership under provisions

similar to this chapter;

c. For a purpose or purposes for which a limited liability limited partnership may be

formed under this chapter; and

d. Is in good standing in the jurisdiction of origin.

10. "Foreign limited partnership" means a partnership that is formed by two or more

persons under laws other than the laws of this state:

a. Which is required by those laws to have one or more general partners and one or

more limited partners;

b. Whose general partners have personal liability for the obligations of the foreign

limited partnership under provisions similar to chapter 45-10.2;

c. For a purpose for which a limited partnership may be organized under chapter

45-10.2; and

d. Is in good standing in its jurisdiction of origin.

11. "Foreign organization" means an organization created under laws other than the laws

of this state for a purpose for which the organization may be created under the laws of

this state.

12. "General partner" means:

a. With respect to a limited liability limited partnership, a person:

(1) That becomes a general partner under section 45-10.2-37 and has not

become dissociated as a general partner under section 45-10.2-57; or

(2) That was a general partner in a limited partnership when the limited

partnership became subject to chapter 45-10.2 under section 45-10.2-03

and has not become dissociated as a general partner under section

45-10.2-57; and

b. With respect to a foreign limited liability limited partnership, a person that has

rights, powers, and obligations similar to those of a general partner in a limited

liability limited partnership.

13. "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 this chapter; 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.

14. "Jurisdiction of origin" refers to the jurisdiction in which the limited liability limited

partnership status of a foreign limited liability limited partnership was established.

15. "Limited liability limited partnership", except in the phrase "foreign limited liability

limited partnership", means a partnership formed by two or more persons having one

or more general partners and one or more limited partners which is formed under or

elects to become subject to this chapter.

16. "Limited partner" means:

a. With respect to a limited liability limited partnership, a person that:

(1) Becomes a limited partner under section 45-10.2-31 and has not become

dissociated as a limited partner under section 45-10.2-55; or

(2) Was a limited partner in a limited partnership when the limited partnership

became subject to chapter 45-10.2 under section 45-10.2-03 and has not

become dissociated as a limited partner under section 45-10.2-55; and

b. With respect to a foreign limited liability limited partnership, a person that has

rights, powers, and obligations similar to those of a limited partner in a limited

liability limited partnership.

17. "Limited partnership", except in the phrase "foreign limited partnership" and "foreign

limited liability limited partnership", means a partnership having one or more general

partners and one or more limited partners which is formed under or elects to become

subject to chapter 45-10.2.

18. "Notice":

a. Is given to a limited liability limited partnership:

(1) When in writing and mailed or delivered to a general partner at the

registered office or principal executive office of the limited liability limited

partnership; or

(2) When given by a form of electronic communication consented to by a

general partner of the limited liability limited partnership to which the notice

is given if by:

(a) Facsimile communication, when directed to a telephone number at

which a general partner of the limited liability limited partnership has

consented to receive notice;

(b) Electronic mail, when directed to an electronic mail address at which a

general partner of the limited liability limited partnership has

consented to receive notice;

(c) Posting on an electronic network on which a general partner of the

limited liability limited partnership has consented to receive notice,

together with separate notice to the limited liability limited partnership

of the specific posting, upon the later of:

[1] The posting; or

[2] The giving of the separate notice; or

(d) Any other form of electronic communication by which a general

partner of the limited liability limited partnership has consented to

receive notice, when directed to the limited liability limited partnership;

b. Is given to a partner of the limited liability limited partnership:

(1) When in writing and mailed or delivered to the partner at the registered

office or principal executive office of the limited liability limited partnership; or

(2) When given by a form of electronic communication consented to by the

partner to which the notice is given if by:

(a) Facsimile communication, when directed to a telephone number at

which the partner has consented to receive notice;

(b) Electronic mail, when directed to an electronic mail address at which

the partner has consented to receive notice;

(c) Posting on an electronic network on which the partner has consented

to receive notice, together with separate notice to the partner of the

specific posting, upon the later of:

[1] The posting; or

[2] The giving of the separate notice; or

(d) Any other form of electronic communication by which the partner has

consented to receive notice when directed to the partner;

c. Is given in all other cases:

(1) When mailed to the person at an address designated by the person or at the

last-known address of the person;

(2) When deposited with a nationally recognized overnight delivery service for

overnight delivery or, if overnight delivery to the person is not available, for

delivery as promptly as practicable, to the person at an address designated

by the person or at the last-known address of the person;

(3) When handed to the person;

(4) When left at the office of the person with a clerk or other person in charge of

the office or:

(a) If there is no one in charge, when left in a conspicuous place in the

office; or

(b) If the office is closed or the person to be notified has no office, when

left at the dwelling house or usual place of abode of the person with

some person of suitable age and discretion residing there;

(5) When given by a form of electronic communication consented to by the

person to whom the notice is given if by:

(a) Facsimile communication, when directed to a telephone number at

which the person has consented to receive notice;

(b) Electronic mail, when directed to an electronic mail address at which

the person has consented to receive notice;

(c) Posting on an electronic network on which the person has consented

to receive notice, together with separate notice to the person of the

specific posting, upon the later of:

[1] The posting; or

[2] The giving of the separate notice; or

(d) Any other form of electronic communication by which the person has

consented to receive notice, when directed to the person; or

(6) When the method is fair and reasonable when all circumstances are

considered;

d. Is given when deposited in the United States mail with sufficient postage affixed;

e. Is given by deposit for delivery when deposited for delivery as provided in

paragraph 2 of subdivision c, after having made sufficient arrangements for

payment by the sender; and

f. Is deemed received when given.

19. "Organization":

a. Means, whether domestic or foreign, a corporation, limited liability company,

general partnership, limited partnership, limited liability partnership, limited liability

limited partnership, or any other person subject to a governing statute; but

b. Excludes:

(1) Any nonprofit corporation, whether a domestic nonprofit corporation which is

incorporated under chapter 10-33 or a foreign nonprofit corporation which is

incorporated in another jurisdiction; or

(2) Any nonprofit limited liability company, whether a domestic nonprofit limited

liability company which is organized under chapter 10-36 or a foreign

nonprofit limited liability company which is organized in another jurisdiction.

20. "Principal executive office" means:

a. An office from which the limited liability limited partnership conducts business; or

b. If the limited liability limited partnership has no office from which the limited

liability limited partnership conducts business, then the registered office of the

limited liability limited partnership.

21. "Record" means information that is inscribed on a tangible medium or that is stored in

an electronic or other medium and is retrievable in perceivable form.

22. "Registered office" means the place in this state designated as the registered office of

the limited liability limited partnership or foreign limited liability limited partnership.

23. "Remote communication" means communication via electronic communication,

conference telephone, videoconference, the internet, or such other means by which

persons not physically present in the same location may communicate with each other

on a substantially simultaneous basis.

24. "Signed" means:

a. That the signature of a person, which may be a facsimile affixed, engraved,

printed, placed, stamped with indelible ink, transmitted by facsimile or

electronically, or in any other manner reproduced on the record, is placed on a

record with the present intention to authenticate that record; and

b. With respect to a record required by this chapter to be filed with the secretary of

state, that:

(1) The record is signed by a person authorized to sign by this chapter, or

pursuant to an agreement among the partners, or by a resolution approved

by the affirmative vote of the required proportion or number of partners; and

(2) The signature and the record are communicated by a method or medium

acceptable by the secretary of state.
N.D. Cent. Code § 45-22-26 — ND Code / Title 45 / Chapter 45-22 / Section 45-22-26
45-22-26. Audit reports and audit of limited liability partnerships receiving state subsidies for production of alcohol or methanol for combination with gasoline
Status: in_force

45-22-26. Audit reports and audit of limited liability partnerships receiving state

subsidies for production of alcohol or methanol for combination with gasoline.

Any limited liability partnership that produces agricultural ethyl alcohol or methanol within

this state and which receives a production subsidy from the state, whether in the form of

reduced taxes or otherwise, shall submit an annual audit report, prepared by a certified public

accountant based on an audit of all records and accounts of the limited liability partnership, to

the legislative audit and fiscal review committee. The audit must be submitted within ninety days

of the close of the taxable year of the limited liability partnership. Upon request of the legislative

audit and fiscal review committee, the state auditor shall conduct an audit of the records and

accounts of any limited liability partnership required to submit an annual report under this

section.
N.D. Cent. Code § 45-22-14 — ND Code / Title 45 / Chapter 45-22 / Section 45-22-14
45-22-14. Filing after dissolution
Status: in_force

45-22-14. Filing after dissolution

1. A dissolved limited liability partnership that is winding up affairs may continue the

limited liability partnership's status as a limited liability partnership through termination

by continuing to file an annual report until termination.

2. When the dissolved limited liability partnership winds up affairs, the limited liability

partnership shall file with the secretary of state a termination notice, together with the

fees provided in section 45-22-22. The termination notice must:

a. Contain:

(1) The name of the limited liability partnership.

(2) A statement the limited liability partnership dissolved and wound up affairs.

(3) A statement the limited liability partnership is terminated.

b. Be signed by one former managing partner who did not wrongfully dissolve the

partnership or, in the case of a foreign limited liability partnership, by an

authorized partner.
N.D. Cent. Code § 45-15-07 — ND Code / Title 45 / Chapter 45-15 / Section 45-15-07
45-15-07. (307) Actions by and against partnership and partners
Status: in_force

45-15-07. (307) Actions by and against partnership and partners

1. A partnership may sue and be sued in the name of the partnership.

2. An action may be brought against the partnership and any or all of the partners in the

same action or in separate actions.

3. A judgment against a partnership is not by itself a judgment against a partner. A

judgment against a partnership may not be satisfied from a partner's assets unless

there is also a judgment against the partner.

4. A judgment creditor of a partner may not levy execution against the assets of the

partner to satisfy a judgment based on a claim against the partnership unless:

a. A judgment based on the same claim has been obtained against the partnership

and a writ of execution on the judgment has been returned unsatisfied in whole or

in part;

b. The partnership is a debtor in bankruptcy;

c. The partner has agreed that the creditor need not exhaust partnership assets;

d. A court grants permission to the judgment creditor to levy execution against the

assets of a partner based on a finding that partnership assets subject to

execution are clearly insufficient to satisfy the judgment, that exhaustion of

partnership assets is excessively burdensome, or that the grant of permission is

an appropriate exercise of the court's equitable powers; or

e. Liability is imposed on the partner by law or contract independent of the existence

of the partnership.

5. This section applies to any partnership liability or obligation resulting from a

representation by a partner or purported partner under section 45-15-08.
N.D. Cent. Code § 45-10.2-94 — ND Code / Title 45 / Chapter 45-10.2 / Section 45-10.2-94
45-10.2-94. (1102) Conversion
Status: in_force

45-10.2-94. (1102) Conversion

1. An organization other than a limited partnership may convert to a limited partnership,

and a limited partnership may convert to another organization other than a general

partnership pursuant to this section and sections 45-10.2-95 through 45-10.2-99 and a

plan of conversion, if:

a. The governing statute of the other organization authorizes the conversion;

b. The conversion is not prohibited by the law of the jurisdiction that enacted the

governing statute; and

c. The other organization complies with its governing statute in effecting the

conversion.

2. For the purposes of sections 45-10.2-94 through 45-10.2-99, unless the context clearly

indicates a different meaning is intended:

a. "Certificate of creation" means:

(1) A certificate of incorporation, if the converted organization is a corporation

deemed to be incorporated under chapter 10-19.1;

(2) A certificate of organization, if the converted organization is a limited liability

company deemed to be organized under chapter 10-32.1;

(3) A certificate of limited partnership, if the converted organization is a limited

partnership deemed to be formed under this chapter;

(4) The filed registration if the converting organization is a limited liability

partnership deemed to be established under chapter 45-22; or

(5) 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.

b. "Date of origin" means the date on which:

(1) A corporation that is:

(a) The converting organization was incorporated; or

(b) The converted organization is deemed to be incorporated;

(2) A limited liability company that is:

(a) The converting organization was organized; or

(b) The converted organization is deemed to be organized;

(3) A general partnership that is the converting organization was formed;

(4) A limited partnership that is:

(a) The converting organization was formed; or

(b) The converted organization is deemed to be formed;

(5) A limited liability partnership that is:

(a) The converting organization was formed; or

(b) The converted organization is deemed to be formed; and

(6) A limited liability limited partnership that is:

(a) The converting organization was formed; or

(b) The converted organization is deemed to be formed.

c. "Filed registration" means the registration of a limited liability partnership that has

been filed with the secretary of state.

d. "General partnership" shall mean an organization formed under chapters 45-13

through 45-21.

e. "Organizational records" means for an organization that is:

(1) A corporation, its articles of incorporation and bylaws;

(2) A limited liability company, its articles of organization, operating agreement

or bylaws, and any member-control agreement;

(3) A limited partnership, its partnership agreement;

(4) A limited liability partnership, its partnership agreement; or

(5) A limited liability limited partnership, its partnership agreement.

f. "Originating record" means for an organization that is:

(1) A corporation, its articles of incorporation;

(2) A limited liability company, its articles of organization;

(3) A limited partnership, its certificate of limited partnership;

(4) A limited liability partnership, its registration; or

(5) A limited liability limited partnership, its certificate of limited liability limited

partnership.
N.D. Cent. Code § 45-10.2-113 — ND Code / Title 45 / Chapter 45-10.2 / Section 45-10.2-113
45-10.2-113. Secretary of state - Confidential records
Status: in_force

45-10.2-113. Secretary of state - Confidential records

Any social security number or federal tax identification number disclosed or contained in

any record filed with the secretary of state under this chapter is confidential. The secretary of

state shall delete or obscure any social security number or federal tax identification number

before a copy of any record is released to the public.
N.D. Cent. Code § 45-20-07 — ND Code / Title 45 / Chapter 45-20 / Section 45-20-07
45-20-07. (807) Settlement of accounts and contributions among partners
Status: in_force

45-20-07. (807) Settlement of accounts and contributions among partners

1. In winding up a partnership's business, the assets of the partnership, including the

contributions of the partners required by this section, must be applied to discharge its

obligations to creditors, including, to the extent permitted by law, partners who are

creditors. Any surplus must be applied to pay in cash the net amount distributable to

partners in accordance with their right to distributions under subsection 2.

2. Each partner is entitled to a settlement of all partnership accounts upon winding up the

partnership business. In settling accounts among the partners, the profits and losses

that result from the liquidation of the partnership assets must be credited and charged

to the partners' accounts. The partnership shall make a distribution to a partner in an

amount equal to any excess of the credits over the charges in the partner's account. A

partner shall contribute to the partnership an amount equal to any excess of the

charges over the credits in the partner's account.

3. If a partner fails to contribute, all of the other partners shall contribute, in the

proportions in which those partners share partnership losses, the additional amount

necessary to satisfy the partnership obligations. A partner or partner's legal

representative may recover from the other partners any contributions the partner

makes to the extent the amount contributed exceeds that partner's share of the

partnership obligations.

4. After the settlement of accounts, each partner shall contribute, in the proportion in

which the partner shares partnership losses, the amount necessary to satisfy

partnership obligations that were not known at the time of the settlement.

5. The estate of a deceased partner is liable for the partner's obligation to contribute to

the partnership.

6. An assignee for the benefit of creditors of a partnership or a partner, or a person

appointed by a court to represent creditors of a partnership or a partner, may enforce a

partner's obligation to contribute to the partnership.
N.D. Cent. Code § 45-10.2-92 — ND Code / Title 45 / Chapter 45-10.2 / Section 45-10.2-92
45-10.2-92. (1004) Pleading
Status: in_force

45-10.2-92. (1004) Pleading

In a derivative action, the complaint must state with particularity:

1. The date and content of the demand of the plaintiff and the response to the demand by

the general partners; or

2. Why demand should be excused as futile.
N.D. Cent. Code § 45-10.2-80 — ND Code / Title 45 / Chapter 45-10.2 / Section 45-10.2-80
45-10.2-80. (904) Foreign limited partnership - Filing of certificate of authority application
Status: in_force

45-10.2-80. (904) Foreign limited partnership - Filing of certificate of authority

application.

If the secretary of state finds an application for a certificate of authority conforms to law and

all fees have been paid, then the secretary of state shall:

1. Endorse on the application the word "filed" and the date of filing; and

2. File the application and the certificate of good standing or certificate of existence.
N.D. Cent. Code § 45-10.2-23 — ND Code / Title 45 / Chapter 45-10.2 / Section 45-10.2-23
45-10.2-23. (201) Formation of limited partnership and certificate of limited partnership
Status: in_force

45-10.2-23. (201) Formation of limited partnership and certificate of limited

partnership.

1. In order for a limited partnership to be formed, a certificate of limited partnership must

be filed with the secretary of state.

a. The certificate must state:

(1) The name of the limited partnership, which must comply with section

45-10.2-10;

(2) The general character of its business;

(3) The street address and mailing address of the principal executive office;

(4) The name, street address, and mailing address of each general partner;

(5) The name of the registered agent in this state as provided in chapter

10-01.1 and, if a noncommercial registered agent, the address of that

noncommercial registered agent in this state; and

(6) Any additional information required by sections 45-10.2-94 through

45-10.2-106.

b. A certificate of limited partnership may also contain any other matters but may not

vary or otherwise affect the provisions specified in subsection 2 of section

45-10.2-12 in a manner inconsistent with that section.

2. A limited partnership is formed when the certificate of limited partnership is filed with

the secretary of state or on the date specified in the certificate of limited partnership

that is within ninety days after the filing of the certificate of limited partnership with the

secretary of state.

3. Subject to subdivision b of subsection 1, if any provision of a partnership agreement is

inconsistent with the filed certificate of limited partnership or with a filed statement of

dissociation, termination, or change or filed articles of conversion or merger:

a. The partnership agreement prevails as to partners and transferees; and

b. The filed certificate of limited partnership, statement of dissociation, termination,

or change or articles of conversion or merger prevail as to persons, other than

partners and transferees, that reasonably rely on the filed record to their

detriment.
N.D. Cent. Code § 45-10.2-41 — ND Code / Title 45 / Chapter 45-10.2 / Section 45-10.2-41
45-10.2-41. (405) Actions by and against partnership and partners
Status: in_force

45-10.2-41. (405) Actions by and against partnership and partners

1. To the extent not inconsistent with section 45-10.2-40, a general partner may be joined

in an action against the limited partnership or named in a separate action.

2. A judgment against a limited partnership is not by itself a judgment against a general

partner. A judgment against a limited partnership may not be satisfied from assets of a

general partner unless there is also a judgment against the general partner.

3. A judgment creditor of a general partner may not levy execution against the assets of

the general partner to satisfy a judgment based on a claim against the limited

partnership, unless the partner is personally liable for the claim under section

45-10.2-40, and:

a. A judgment based on the same claim has been obtained against the limited

partnership and a writ of execution on the judgment has been returned

unsatisfied in whole or in part;

b. The limited partnership is a debtor in bankruptcy;

c. The general partner has agreed that the creditor need not exhaust limited

partnership assets;

d. A court grants permission to the judgment creditor to levy execution against the

assets of a general partner based on a finding:

(1) That limited partnership assets subject to execution are clearly insufficient to

satisfy the judgment;

(2) That exhaustion of limited partnership assets is excessively burdensome; or

(3) That the grant of permission is an appropriate exercise of equitable powers

of the court; or

e. Liability is imposed on the general partner by law or contract independent of the

existence of the limited partnership.
N.D. Cent. Code § 45-15-01 — ND Code / Title 45 / Chapter 45-15 / Section 45-15-01
45-15-01. (301) Partner agent of partnership
Status: in_force

45-15-01. (301) Partner agent of partnership

Subject to the effect of a statement of partnership authority under section 45-15-03:

1. Each partner is an agent of the partnership for the purpose of its business. An act of a

partner, including the execution of an instrument in the partnership name, for

apparently carrying on in the ordinary course the partnership business or business of

the kind carried on by the partnership binds the partnership, unless the partner had no

authority to act for the partnership in the particular matter and the person with whom

the partner was dealing knew or had received a notification that the partner lacked

authority.

2. An act of a partner which is not apparently for carrying on in the ordinary course the

partnership business or business of the kind carried on by the partnership binds the

partnership only if the act was authorized by the other partners.
N.D. Cent. Code § 45-22-06 — ND Code / Title 45 / Chapter 45-22 / Section 45-22-06
45-22-06. Failure to use required name
Status: in_force

45-22-06. Failure to use required name

If a person purports to enter into a contract or other undertaking on behalf of a limited

liability partnership and with intent to defraud does not disclose to the other party that part of the

limited liability partnership's name that complies with subsection 1 of section 45-22-04, that

person is personally liable on the contract or undertaking unless that person can show in

making the contract or accepting the undertaking that the other party had knowledge or notice

that the partnership was a limited liability partnership, or did not rely on the partnership being an

ordinary partnership. Any partner of a limited liability partnership who with intent to defraud

consents to a person not making the disclosure described in this section is also personally liable

on the contract or undertaking, unless that partner can make the showing described in this

section.
N.D. Cent. Code § 45-22-27 — ND Code / Title 45 / Chapter 45-22 / Section 45-22-27
45-22-27. Foreign trade zones
Status: in_force

45-22-27. Foreign trade zones

1. As used in this section, unless the context otherwise requires:

a. "Act of Congress" means the Act of Congress approved June 18, 1934, entitled

an act to provide for the establishment, operation, and maintenance of foreign

trade zones and ports of entry of the United States, to expedite and encourage

foreign commerce and for other purposes, as amended, and commonly known as

the Foreign Trade Zone Act of 1934 [48 Stat. 998; 19 U.S.C. 81a et seq.], as

amended.

b. "Private limited liability partnership" means a domestic limited liability partnership

or foreign limited liability partnership, one of the purposes of which is to establish,

operate, and maintain a foreign trade zone by itself or in conjunction with a public

corporation.

c. "Public corporation" means this state, any political subdivision of this state, any

public agency of this state or any political subdivision of this state, or any

corporate instrumentality of this state.

2. Any private limited liability partnership or public corporation may apply to the proper

authorities of the United States for a grant of the privilege of establishing, operating,

and maintaining foreign trade zones and foreign trade subzones and to do all things

necessary and proper to carry into effect the establishment, operation, and

maintenance of such zones, in accordance with the Act of Congress and other

applicable laws and rules.
N.D. Cent. Code § 45-10.2-106 — ND Code / Title 45 / Chapter 45-10.2 / Section 45-10.2-106
45-10.2-106. (1112) Power of general partners and persons dissociated as general partners to bind organization after conversion or merger
Status: in_force

45-10.2-106. (1112) Power of general partners and persons dissociated as general

partners to bind organization after conversion or merger.

1. An act of a person that immediately before a conversion or merger became effective

was a general partner in a converting or constituent limited partnership binds the

converted or surviving organization after the conversion or merger becomes effective,

if:

a. Before the conversion or merger became effective, the act would have bound the

converting or constituent limited partnership under section 45-10.2-38; and

b. At the time the third party enters into the transaction, the third party:

(1) Does not have notice of the conversion or merger; and

(2) Reasonably believes that:

(a) The converted or surviving organization or business is the converting

or constituent limited partnership; and

(b) The person is a general partner in the converting or constituent limited

partnership.

2. An act of a person that before a conversion or merger became effective was

dissociated as a general partner from a converting or constituent limited partnership

binds the converted or surviving organization after the conversion or merger becomes

effective, if:

a. Before the conversion or merger became effective, the act would have bound the

converting or constituent limited partnership under section 45-10.2-38 if the

person had been a general partner; and

b. At the time the third party enters into the transaction, less than two years have

passed since the person dissociated as a general partner and the third party:

(1) Does not have notice of the dissociation;

(2) Does not have notice of the conversion or merger; and

(3) Reasonably believes that:

(a) The converted or surviving organization or business is the converting

or constituent limited partnership; and

(b) The person is a general partner in the converting or constituent limited

partnership.

3. If a person having knowledge of the conversion or merger causes a converted or

surviving organization to incur an obligation under subsection 1 or 2, then the person

is liable:

a. To the converted or surviving organization for any damage caused to the

organization arising from the obligation; and

b. If another person is liable for the obligation, then to that other person for any

damage caused to that other person arising from the liability.
N.D. Cent. Code § 45-10.2-26 — ND Code / Title 45 / Chapter 45-10.2 / Section 45-10.2-26
45-10.2-26. (205) Signing and filing pursuant to judicial order
Status: in_force

45-10.2-26. (205) Signing and filing pursuant to judicial order

1. If a person required by this chapter to sign a record or deliver a record to the secretary

of state for filing does not do so, then any other person that is aggrieved may petition

the district court to order:

a. The person to sign the record and deliver the record to the secretary of state for

filing; or

b. The secretary of state to file the record unsigned.

2. If the person aggrieved under subsection 1 is not the limited partnership or foreign

limited partnership to which the record pertains, then the aggrieved person shall make

the limited partnership or foreign limited partnership a party to the action. A person

aggrieved under subsection 1 may seek the remedies provided in subsection 1 in the

same action in combination or in the alternative.

3. A record filed unsigned pursuant to this section is effective without being signed.
N.D. Cent. Code § 45-13-04.1 — ND Code / Title 45 / Chapter 45-13 / Section 45-13-04.1
45-13-04.1. Partnership name
Status: reserved

45-13-04.1. Partnership name

1. A partnership name filed in a statement under section 45-13-05:

a. Must be in the English language or in any other language expressed in English

letters or characters;

b. May contain the name of a partner;

c. May not contain the word "corporation", "company", "incorporated", "limited

liability company", "limited partnership", "limited liability partnership", "limited

liability limited partnership", or an abbreviation of these words;

d. May not contain a word or phrase that indicates or implies that the partnership:

(1) Is organized for a purpose other than a lawful purpose for which a

partnership may be organized under this chapter; or

(2) May not be formed under this chapter; and

e. Must be distinguishable in the records of the secretary of state from:

(1) The name, whether foreign and authorized to do business in this state or

domestic, unless filed with the statement is a record which complies with

subsection 3 of:

(a) Another partnership;

(b) A limited liability company;

(c) A corporation;

(d) A limited partnership;

(e) A limited liability partnership; or

(f) A limited liability limited partnership;

(2) A name, the right of which is, at the time of filing, reserved in the manner

provided in section 10-19.1-14, 10-32.1-12, 10-33-11, 45-10.2-11,

45-13-04.2, or 45-22-05;

(3) A fictitious name registered in the manner provided in chapter 45-11;

(4) A trade name registered in the manner provided in chapter 47-25; or

(5) A trademark or service mark registered in the manner provided in chapter

47-22.

2. The secretary of state shall determine whether a partnership name is distinguishable

in the secretary of state's records from another name for purposes of this chapter and

may adopt rules reasonable or necessary for making these determinations.

3. If the secretary of state determines a partnership name is indistinguishable in the

secretary of state's records from another name for purposes of this chapter, the

partnership name may not be used unless there is filed with the statement:

a. The written consent of the holder of the rights to the name to which the proposed

name is determined to be indistinguishable; or

b. A certified copy of a judgment of a court in this state establishing the earlier right

of the applicant to the use of the name in this state.

4. This section does not affect the right of a partnership existing on July 1, 1999, or a

foreign partnership authorized to do business in this state on July 1, 1999, to continue

the use of the foreign partnership's name.

5. This section and section 45-13-04.2 do not:

a. Abrogate or limit the law of unfair competition or unfair practices; chapter 47-25;

the laws of the United States with respect to the right to acquire and protect

copyrights, trade names, trademarks, service names, service marks; or any other

rights to the exclusive use of a name or symbol.

b. Derogate the common law or any principle of equity.

6. A partnership that is the surviving organization in a merger with one or more other

organizations, or that acquires by sale, lease, or other disposition to or exchange with

an organization all or substantially all of the assets of another organization including its

name, may have the same name, subject to the requirements of subsection 1, as that

used in this state by any of the other organizations if the other organization whose

name is sought to be used:

a. Is formed under the laws of this state;

b. Is authorized to transact business or conduct activities in this state;

c. Holds a reserved name in the manner provided in section 10-19.1-14, 10-32-11,

10-32.1-12, 45-10.2-11, 45-13-04.2, or 45-22-05;

d. Holds a fictitious name registered in the manner provided in chapter 45-11; or

e. Holds a trade name registered in the manner provided in chapter 47-25.

7. The use of a name by a partnership in violation of this section does not affect or vitiate

the partnership existence of the partnership. However, a court in this state may, upon

application of the state or of an interested or affected person, enjoin the partnership

from doing business under a name assumed in violation of this section, although a

statement may have been filed with the secretary of state.

8. If the period of existence of the partnership is expired or a statement of a partnership

filed under section 45-13-05 is expired, then the partnership may reacquire the right to

use that name by refiling a statement pursuant to section 45-13-05, unless the name

was adopted for use or reserved by another person, in which case the filing must be

rejected unless the filing is accompanied by a written consent or judgment pursuant to

subsection 3. A partnership that cannot reacquire the use of its partnership name shall

adopt a new partnership name that complies with this section.
N.D. Cent. Code § 45-14-03 — ND Code / Title 45 / Chapter 45-14 / Section 45-14-03
45-14-03. (203) Partnership property
Status: in_force

45-14-03. (203) Partnership property

Property acquired by a partnership is property of the partnership and not of the partners

individually.
N.D. Cent. Code § 45-22-08 — ND Code / Title 45 / Chapter 45-22 / Section 45-22-08
45-22-08. Limited liability partnership shield
Status: repealed

45-22-08. Limited liability partnership shield

Repealed by S.L. 1999, ch. 95, § 207.
N.D. Cent. Code § 45-20-06 — ND Code / Title 45 / Chapter 45-20 / Section 45-20-06
45-20-06. (806) Partner's liability to other partners after dissolution
Status: in_force

45-20-06. (806) Partner's liability to other partners after dissolution

1. Except as otherwise provided in subsection 2, after dissolution a partner is liable to the

other partners for the partner's share of any partnership liability incurred under section

45-20-04.

2. A partner who, with knowledge of the dissolution, incurs a partnership liability under

subsection 2 of section 45-20-04 by an act that is not appropriate for winding up the

partnership business is liable to the partnership for any damage caused to the

partnership arising from the liability.
N.D. Cent. Code § 45-10.2-17 — ND Code / Title 45 / Chapter 45-10.2 / Section 45-10.2-17
45-10.2-17. Registered office - Registered agent
Status: in_force

45-10.2-17. Registered office - Registered agent

A limited partnership shall continuously maintain a registered agent in this state as provided

by chapter 10-01.1, and if a noncommercial registered agent, the address of that

noncommercial registered agent.
N.D. Cent. Code § 45-10.2-15 — ND Code / Title 45 / Chapter 45-10.2 / Section 45-10.2-15
45-10.2-15. (113) Dual capacity
Status: in_force

45-10.2-15. (113) Dual capacity

A person may be both a general partner and a limited partner.

1. A person that is both a general and limited partner has the rights, powers, duties, and

obligations provided by this chapter and the partnership agreement in each of those

capacities.

2. When the person acts as a general partner, the person is subject to the obligations,

duties, and restrictions under this chapter and the partnership agreement for general

partners.

3. When the person acts as a limited partner, the person is subject to the obligations,

duties, and restrictions under this chapter and the partnership agreement for limited

partners.
N.D. Cent. Code § 45-21-01 — ND Code / Title 45 / Chapter 45-21 / Section 45-21-01
45-21-01. (901) Definitions - Conversions and mergers
Status: in_force

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.
N.D. Cent. Code § 45-14-02 — ND Code / Title 45 / Chapter 45-14 / Section 45-14-02
45-14-02. (202) Formation of partnership
Status: in_force

45-14-02. (202) Formation of partnership

1. Except as otherwise provided in subsection 2, the association of two or more persons

to carry on as co-owners a business for profit forms a partnership, whether or not the

persons intend to form a partnership.

2. An association formed under a statute other than chapters 45-13 through 45-21, a

predecessor statute, or a comparable statute of another jurisdiction is not a

partnership under chapters 45-13 through 45-21.

3. In determining whether a partnership is formed, the following rules apply:

a. Joint tenancy, tenancy in common, tenancy by the entireties, joint property,

common property, or part ownership does not by itself establish a partnership,

even if the co-owners share profits made by the use of the property.

b. The sharing of gross returns does not by itself establish a partnership, even if the

persons sharing them have a joint or common right or interest in property from

which the returns are derived.

c. A person who receives a share of the profits of a business is presumed to be a

partner in the business, unless the profits were received in payment:

(1) Of a debt by installments or otherwise;

(2) For services as an independent contractor or of wages or other

compensation to an employee;

(3) Of rent;

(4) Of an annuity or other retirement benefit to a beneficiary, representative, or

designee of a deceased or retired partner;

(5) Of interest or other charge on a loan, even if the amount of payment varies

with the profits of the business, including a direct or indirect present or future

ownership of the collateral, or rights to income, proceeds, or increase in

value derived from the collateral; or

(6) For the sale of the goodwill of a business or other property by installments

or otherwise.
N.D. Cent. Code § 45-18-03 — ND Code / Title 45 / Chapter 45-18 / Section 45-18-03
45-18-03. (603) Effect of partner's dissociation
Status: in_force

45-18-03. (603) Effect of partner's dissociation

1. If a partner's dissociation results in a dissolution and winding up of the partnership

business, chapter 45-20 applies, otherwise, chapter 45-19 applies.

2. Upon a partner's dissociation:

a. The partner's right to participate in the management and conduct of the

partnership business terminates, except as otherwise provided in section

45-20-03;

b. The partner's duty of loyalty under subdivision c of subsection 2 of section

45-16-04 terminates; and

c. The partner's duty of loyalty under subdivisions a and b of subsection 2 of section

45-16-04 and duty of care under subsection 3 of section 45-16-04 continue only

with regard to matters arising and events occurring before the partner's

dissociation, unless the partner participates in winding up the partnership's

business pursuant to section 45-20-03.
N.D. Cent. Code § 45-10.2-01 — ND Code / Title 45 / Chapter 45-10.2 / Section 45-10.2-01
45-10.2-01. (101) Citation
Status: in_force

45-10.2-01. (101) Citation

This chapter may be cited as the North Dakota Uniform Limited Partnership Act (2001).
N.D. Cent. Code § 45-10.2-22 — ND Code / Title 45 / Chapter 45-10.2 / Section 45-10.2-22
45-10.2-22. Acceptance of partner act by the limited partnership
Status: in_force

45-10.2-22. Acceptance of partner act by the limited partnership

1. If the name signed on a vote, consent, waiver, or proxy appointment corresponds to

the record name of a partner, then the limited partnership if acting in good faith may

accept the vote, consent, waiver, or proxy appointment and give it effect as the act of

the partner.

2. Unless the certificate of limited partnership or partnership agreement provides

otherwise, if the name signed on a vote, consent, waiver, or proxy appointment does

not correspond to the record name of a partner, then the limited partnership if acting in

good faith may accept the vote, consent, waiver, or proxy appointment and give it

effect as the act of the partner if:

a. The partner is an organization and the name signed purports to be that of an

officer, manager, or agent of the organization;

b. The name signed purports to be that of an administrator, guardian, or conservator

representing the partner, and, if the limited partnership requests, evidence of

fiduciary status acceptable to the limited partnership has been presented with

respect to the vote, consent, waiver, or proxy appointment;

c. The name signed purports to be that of a receiver or trustee in bankruptcy of the

partner, and, if the limited partnership requests, evidence of this status

acceptable to the limited partnership has been presented with respect to the vote,

consent, waiver, or proxy appointment;

d. The name signed purports to be that of a pledgee, beneficial owner, or attorney in

fact of the partner, and, if the limited partnership requests, evidence acceptable to

the limited partnership of the authority of the signatory to sign for the partner has

been presented with respect to the vote, consent, waiver, or proxy appointment;

or

e. Two or more persons hold the interests as cotenants or fiduciaries and the name

signed purports to be the name of at least one of the coholders and the person

signing appears to be acting on behalf of all the coholders.

3. The limited partnership may reject a vote, consent, waiver, or proxy appointment if the

partner or agent authorized to tabulate votes, acting in good faith, has reasonable

basis to doubt the validity of the signature on it or the authority of the signatory to sign

for the partner.

4. The limited partnership or its agent who accepts or rejects a vote, consent, waiver, or

proxy appointment in good faith and in accordance with the standards of this section is

not liable in damages to the partner for the consequences of the acceptance or

rejection.

5. Action of the limited partnership based on the acceptance or rejection of a vote,

consent, waiver, or proxy appointment under this section is valid unless a court of

competent jurisdiction determines otherwise.
N.D. Cent. Code § 45-10.2-61 — ND Code / Title 45 / Chapter 45-10.2 / Section 45-10.2-61
45-10.2-61. (607) Liability to other persons of person dissociated as general partner
Status: in_force

45-10.2-61. (607) Liability to other persons of person dissociated as general partner

1. The dissociation of a person as a general partner does not of itself discharge the

liability of a person as a general partner for an obligation of the limited partnership

incurred before dissociation. Except as otherwise provided in subsections 2 and 3, the

person is not liable for an obligation of a limited partnership incurred after dissociation.

2. A person whose dissociation as a general partner resulted in a dissolution and winding

up of the activities of the limited partnership is liable to the same extent as a general

partner under section 45-10.2-40 on an obligation incurred by the limited partnership

under section 45-10.2-70.

3. A person that has dissociated as a general partner but whose dissociation did not

result in a dissolution and winding up of the activities of the limited partnership is liable

on a transaction entered into by the limited partnership after the dissociation only if:

a. A general partner would be liable on the transaction; and

b. At the time the other party enters into the transaction:

(1) Less than two years have passed since the dissociation; and

(2) The other party does not have notice of the dissociation and reasonably

believes that the person is a general partner.

4. By agreement with a creditor of a limited partnership and the limited partnership, a

person dissociated as a general partner may be released from liability for an obligation

of the limited partnership.

5. A person dissociated as a general partner is released from liability for an obligation of

the limited partnership if the creditor of the limited partnership, with notice of the

dissociation of the person as a general partner but without the consent of the person,

agrees to a material alteration in the nature or time of payment of the obligation.
N.D. Cent. Code § 45-13-02.1 — ND Code / Title 45 / Chapter 45-13 / Section 45-13-02.1
45-13-02.1. Reservation of legislative right
Status: reserved

45-13-02.1. Reservation of legislative right

The legislative assembly reserves the right to amend or repeal the provisions of this

chapter. A partnership formed under or governed by this chapter is subject to this reserved right.
N.D. Cent. Code § 45-10.2-59 — ND Code / Title 45 / Chapter 45-10.2 / Section 45-10.2-59
45-10.2-59. (605) Effect of dissociation as general partner
Status: in_force

45-10.2-59. (605) Effect of dissociation as general partner

1. Upon the dissociation of a person as a general partner:

a. The right of the person to participate as a general partner in the management and

conduct of the activities of the partnership terminates;

b. The duty of loyalty of the person as a general partner under subdivision c of

subsection 2 of section 45-10.2-44 terminates;

c. The duty of loyalty of the person as a general partner under subdivisions a and b

of subsection 2 of section 45-10.2-44 and duty of care under subsection 3 of

section 45-10.2-44 continue only with regard to matters arising and events

occurring before dissociation of the person as a general partner;

d. The person may sign and deliver to the secretary of state for filing a statement of

dissociation pertaining to the person and, at the request of the limited partnership,

shall sign an amendment to the certificate of limited partnership which states that

the person has dissociated; and

e. Subject to section 45-10.2-65 and sections 45-10.2-94 through 45-10.2-106, any

transferable interest owned by the person immediately before dissociation in the

capacity as a general partner is owned by the person as a mere transferee.

2. The dissociation of a person as a general partner does not of itself discharge the

person from any obligation to the limited partnership or the other partners which the

person incurred while a general partner.
N.D. Cent. Code § 45-10.2-64 — ND Code / Title 45 / Chapter 45-10.2 / Section 45-10.2-64
45-10.2-64. (703) Charging order
Status: in_force

45-10.2-64. (703) Charging order

1. On application by a judgment creditor of a partner or of a partner's transferee, and

following notice to the partnership of the application, a court of competent jurisdiction

may enter a charging order against the transferable interest of the judgment debtor for

the unsatisfied amount of the judgment.

2. A charging order constitutes a lien on the transferable interest of the judgment debtor

and requires the partnership to pay to the person to which the charging order was

issued any distribution that otherwise would be paid to the judgment debtor.

3. The partner or transferee having a transferable interest subject to a charging order

may extinguish the charging order by satisfying the judgment and filing a certified copy

of the satisfaction with the court that issued the charging order.

4. A partnership or partner having any transferable interest not subject to the charging

order may pay the full amount due under the judgment to the judgment creditor and

succeed to the rights of the judgment creditor, including the charging order.

5. This chapter does not deprive any partner or transferee of the benefit of any

exemption laws applicable to the transferable interest of the partner or transferee.

6. This section provides the exclusive remedy by which a person seeking to enforce a

judgment against a partner or transferee may satisfy, in the capacity of a judgment

creditor, the judgment from the transferable interest of the judgment debtor.

a. No other remedy, including foreclosure of the transferable interest or a court order

for directions, accounts, and inquiries the debtor partner may have made, is

available to the judgment creditor attempting to satisfy the judgment from the

judgment debtor's interest in the partnership.

b. No creditor of a partner or transferee has a right to obtain possession or

otherwise exercise legal or equitable remedies with respect to property of the

partnership.
N.D. Cent. Code § 45-10.2-103 — ND Code / Title 45 / Chapter 45-10.2 / Section 45-10.2-103
45-10.2-103. (1109) Effect of merger
Status: in_force

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. Cent. Code § 45-22-21.1 — ND Code / Title 45 / Chapter 45-22 / Section 45-22-21.1
45-22-21.1. Secretary of state - Annual report of domestic limited liability partnership and foreign limited liability partnership
Status: in_force

45-22-21.1. Secretary of state - Annual report of domestic limited liability partnership

and foreign limited liability partnership.

1. Each domestic limited liability partnership and each foreign limited liability partnership

authorized to transact business in this state shall file, within the time provided by

subsection 3, an annual report setting forth:

a. The name of the limited liability partnership and its jurisdiction of origin.

b. The address of the registered office of the limited liability partnership in this state,

and the name of the limited liability partnership's registered agent in this state at

that address.

c. The address of the limited liability partnership's chief executive office.

d. A brief statement of the character of the business in which the limited liability

partnership is actually engaged in this state.

e. The name and respective address of each managing partner of the domestic

limited liability partnership or foreign limited liability partnership.

f. If the limited liability partnership or foreign limited liability partnership owns or

leases land that is used for farming or ranching in this state, a statement listing:

(1) The names and addresses of all partners; and

(2) The acreage [hectarage] and location listed by section, township, range, and

county of all land in this state owned or leased by the limited liability

partnership or foreign limited liability partnership.

2. The annual report must be submitted on forms prescribed by the secretary of state.

The information provided must be given as of the date of the execution of the report.

The annual report must be signed as provided in subsection 24 of section 45-22-01,

the partnership agreement, or in a resolution approved by the affirmative vote of the

required proportion or number of partners. If the limited liability partnership is in the

hands of a receiver or trustee, the annual report must be signed on behalf of the

limited liability partnership by the receiver or trustee. The secretary of state may

destroy any annual report provided for in this section after the annual report is on file

for six years.

3. Except for the first annual report, the annual report of a limited liability partnership or

foreign limited liability partnership must be delivered to the secretary of state before

April first of each year. The first annual report of a limited liability partnership must be

delivered before April first of the year following the calendar year of the effective date

stated in the registration and the first annual report of a foreign limited liability

partnership must be delivered before April first of the year following the calendar year

in which the registration is filed by the secretary of state. A limited liability partnership

in existence on July 1, 1999, shall file the first annual report before April first in the

year of the expiration of the registration in effect on July 1, 1999. The secretary of state

must file the annual report if the annual report conforms to the requirements of

subsection 2.

a. If the annual report does not conform, the annual report must be returned to the

limited liability partnership for any necessary corrections.

b. If the annual report is filed before the deadlines provided in this subsection,

penalties for the failure to file a report within the time provided do not apply if the

annual report is corrected to conform to the requirements of subsection 2 and

returned to the secretary of state within thirty days after the annual report was

returned by the secretary of state for correction.

4. After the date established under subsection 3, the secretary of state shall notify any

limited liability partnership failing to file an annual report that the limited liability

partnership's registration is not in good standing and that the registration of the limited

liability partnership may be revoked pursuant to subsection 5.

a. The secretary of state shall mail notice of revocation to the last registered agent

at the last registered office.

b. If the limited liability partnership files an annual report after the notice is mailed,

together with the annual report filing fee and late filing penalty fee as provided by

section 45-22-22, the secretary of state shall restore the limited liability

partnership's registration to good standing.

5. A domestic limited liability partnership that does not file an annual report, along with

the statutory filing and penalty fees, within six months after the date established in

subsection 3, forfeits the limited liability partnership's registration.

a. The secretary of state shall note the revocation of the domestic limited liability

partnership's registration on the records of the secretary of state and shall give

notice of the action to the revoked domestic limited liability partnership.

b. Notice by the secretary of state must be mailed to the domestic limited liability

partnership's last registered agent at the last registered office.

6. A foreign limited liability partnership that does not file an annual report, along with the

statutory filing and penalty fees, within six months after the date established by

subsection 3, forfeits the foreign limited liability partnership's registration and authority

to transact business in this state.

a. The secretary of state shall note the revocation of the foreign limited liability

partnership's registration and authority on the records of the secretary of state

and shall give notice of the action to the foreign limited liability partnership.

b. Notice by the secretary of state must be mailed to the foreign limited liability

partnership's last registered agent at the last registered office.

c. The secretary of state's decision that a registration must be revoked under this

subsection is final.

7. A domestic limited liability partnership with a registration that is revoked for failure to

file an annual report or a foreign limited liability partnership with registration and

authority that are forfeited by failure to file an annual report may be reinstated by filing

a past-due report, together with the statutory filing and penalty fees for an annual

report and a reinstatement fee as provided in section 45-22-22. The fees must be paid

and the report filed within one year following the revocation. Reinstatement under this

subsection does not affect any right or liability of a domestic limited liability partnership

or a foreign limited liability partnership for the time from the revocation to the

reinstatement.
N.D. Cent. Code § 45-10.2-13 — ND Code / Title 45 / Chapter 45-10.2 / Section 45-10.2-13
45-10.2-13. (111) Required information
Status: in_force

45-10.2-13. (111) Required information

A limited partnership shall maintain at its principal executive office the following information:

1. A current list showing the full name and last-known street and mailing address of each

partner, separately identifying the general partners, in alphabetical order, and the

limited partners, in alphabetical order;

2. A copy of the initial certificate of limited partnership and all amendments to and

restatements of the certificate, together with signed copies of any powers of attorney

under which any certificate, amendment, or restatement has been signed;

3. A copy of any filed articles of conversion or merger;

4. A copy of the federal, state, and local income tax returns and reports of a limited

partnership, if any, for the three most recent years;

5. A copy of any partnership agreement made in a record and any amendment made in a

record to any partnership agreement;

6. A copy of any financial statement of the limited partnership for the three most recent

years;

7. A copy of the three most recent annual reports delivered by the limited partnership to

the secretary of state pursuant to section 45-10.2-108;

8. A copy of any record made by the limited partnership during the past three years of

any consent given by or vote taken of any partner pursuant to this chapter or the

partnership agreement; and

9. Unless contained in a partnership agreement made in a record, a record stating:

a. The amount of cash, and a description and statement of the agreed value of the

other benefits, contributed and agreed to be contributed by each partner;

b. The times at which, or events on the happening of which, any additional

contributions agreed to be made by each partner are to be made;

c. For any person that is both a general partner and a limited partner, a specification

of what transferable interest the person owns in each capacity; and

d. Any events upon the happening of which the limited partnership is to be dissolved

and its activities wound up.