N.D. Cent. Code § 45-10.2-42 — ND Code / Title 45 / Chapter 45-10.2 / Section 45-10.2-42
45-10.2-42. (406) Management rights of general partner
Status: in_force

45-10.2-42. (406) Management rights of general partner

1. Each general partner has equal rights in the management and conduct of the activities

of the limited partnership. Except as expressly provided in this chapter, any matter

relating to the activities of the limited partnership may be exclusively decided by the

general partner or, if there is more than one general partner, by a majority of the

general partners.

2. The consent of each partner is necessary:

a. To amend the partnership agreement;

b. Subject to section 45-10.2-104, to amend the certificate of limited partnership to

convert the limited partnership to a limited liability limited partnership; and

c. To sell, lease, exchange, or otherwise dispose of all, or substantially all, of the

property of the limited partnership, with or without the good will, other than in the

usual and regular course of the activities of the limited partnership.

3. A limited partnership shall reimburse a general partner for payments made and

indemnify a general partner for liabilities incurred by the general partner in the ordinary

course of the activities of the partnership or for the preservation of its activities or

property.

4. A limited partnership shall reimburse a general partner for an advance to the limited

partnership beyond the amount of capital the general partner agreed to contribute.

5. A payment or advance made by a general partner which gives rise to an obligation of

the limited partnership under subsection 3 or 4 constitutes a loan to the limited

partnership which accrues interest from the date of the payment or advance.

6. A general partner is not entitled to remuneration for services performed for the

partnership.
N.D. Cent. Code § 45-10.2-02 — ND Code / Title 45 / Chapter 45-10.2 / Section 45-10.2-02
45-10.2-02. (102) Definitions
Status: in_force

45-10.2-02. (102) Definitions

For the purposes of 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 partnership; or

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

limited partnership to receive the electronic communication; and

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

partnership can reasonably conclude that the electronic communication was sent

by the purported sender.

3. "Business" includes every trade, occupation, activity, and profession.

4. "Certificate of limited partnership" means the certificate referred to in section

45-10.2-23 and the certificate as amended or restated.

5. "Constituent limited partnership" means a constituent organization that is a limited

partnership.

6. "Constituent organization" means an organization that is party to a merger.

7. "Contribution", except in the phrase "right of contribution", means any benefit provided

by a person to a limited partnership:

a. In order to become a partner; or

b. In the capacity of the person as a partner.

8. "Converted organization" means the organization into which a converting organization

converts pursuant to sections 45-10.2-94 through 45-10.2-99.

9. "Converting limited partnership" means a converting organization that is a limited

partnership.

10. "Converting organization" means an organization that converts into another

organization pursuant to section 45-10.2-94.

11. "Debtor in bankruptcy" means a person that is the subject of:

a. An order of relief under title 11 of the United States Code or a comparable order

under a successor statute of general application; or

b. A comparable order under federal, state, or foreign law governing insolvency.

12. "Distribution" means a transfer of money or other property from a limited partnership to

a partner or to the transferee of the partner on account of a transferable interest

owned by the transferee.

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

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

optical, electromagnetic, or similar capabilities.

15. "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.

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

or stored by electronic means.

17. "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.

18. "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 45-10.2-109 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.

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

more persons under the laws of a jurisdiction other than 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 limited liability for the obligations of the foreign

limited liability limited partnership under provisions similar to chapter 45-23;

c. For a purpose for which a limited liability limited partnership may be organized

under chapter 45-23; and

d. Which is in good standing in its jurisdiction of origin.

20. "Foreign limited partnership" means a partnership formed by two or more persons

under laws of a jurisdiction other than 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 this chapter;

c. For a purpose for which a limited partnership may be organized under this

chapter; and

d. Which is in good standing in its jurisdiction of origin.

21. "Foreign organization" means an organization created under laws of a jurisdiction

other than this state.

22. "General partner" means:

a. With respect to a 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 this chapter 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 partnership, a person that has rights, powers,

and obligations similar to those of a general partner in a limited partnership.

23. "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, chapter 10-19.1;

(2) If a limited liability company, chapter 10-32.1;

(3) If a general partnership, chapters 45-12 through 45-21;

(4) If a limited partnership, this chapter;

(5) If a limited liability partnership, chapter 45-22; and

(6) If a limited liability limited partnership, 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.

24. "Limited liability limited partnership", except in the phrase "foreign limited liability

limited partnership", means a partnership that is formed by two or more persons and

which has one or more general partners and one or more limited partners:

a. Which is formed under chapter 45-23; or

b. Which elects to become subject to chapter 45-23.

25. "Limited partner" means:

a. With respect to a 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 this chapter 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 partnership, a person that has rights, powers,

and obligations similar to those of a limited partner in a limited partnership.

26. "Limited partnership", except in the phrases "foreign limited partnership" and "foreign

limited liability limited partnership" means a partnership that is formed by two or more

persons and which has one or more general partners and one or more limited

partners:

a. Which is formed under this chapter; or

b. Which elects to become subject to this chapter under section 45-10.2-03.

27. "Notice":

a. Is given to a 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 partnership; or

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

general partner of the 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 partnership has consented to

receive notice;

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

general partner of the limited partnership has consented to receive

notice;

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

limited partnership has consented to receive notice, together with

separate notice to the 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 partnership has consented to receive notice,

when directed to the limited partnership.

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

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

office or principal executive office of the 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 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 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.

28. "Organization":

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

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

limited partnership, and 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 under the laws of 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.

29. "Organizational records" means:

a. For a domestic or foreign general partnership, its partnership agreement;

b. For a limited partnership or foreign limited partnership, its certificate of limited

partnership and partnership agreement;

c. For a domestic or foreign limited liability company, its articles of organization,

bylaws or operating agreement, and any member-control agreement, or

comparable records as provided in its governing statute;

d. For a domestic or foreign corporation for profit, its articles of incorporation,

bylaws, and other agreements among its shareholders which are authorized by

its governing statute, or comparable records as provided in its governing statute;

and

e. For any other organization, the basic records that create the organization and

determine its internal governance and the relations among the persons that own

it, have an ownership interest in it, or are members of it.

30. "Ownership interests" 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.

31. "Partner" means a general or limited partner.

32. "Partnership agreement":

a. Means the agreement of the partners, whether oral, implied, in a record, or in any

combination, concerning the limited partnership; and

b. Includes the agreement as amended.

33. "Partnership interest" means the transferable interest of a partner.

34. "Person dissociated as a general partner" means a person dissociated as a general

partner of a limited partnership.

35. "Personal liability" means personal liability for a debt, liability, or other obligation of an

organization which is imposed on a person that co-owns, has an ownership interest in,

or is a member of the organization:

a. By the governing statute of an organization solely by reason of the person

co-owning, having an ownership interest in, or being a member of the

organization; or

b. By the organizational records of an organization under a provision of the

governing statute of an organization authorizing those records to make one or

more specified persons liable for all or specified debts, liabilities, and other

obligations of the organization solely by reason of the person or persons

co-owning, having an ownership interest in, or being a member of the

organization.

36. "Principal executive office" means:

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

b. If the limited partnership has no office from which it conducts business, then the

registered office of the limited partnership.

37. "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.

38. "Registered office" means the place in this state designated in the certificate of limited

partnership or in the certificate of authority of a foreign limited partnership as the

registered office.

39. "Required information" means the information that a limited partnership is required to

maintain under section 45-10.2-13.

40. "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 the record by this

chapter, by the partnership agreement, 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.

41. "State" means a state of the United States, the District of Columbia, Puerto Rico, the

United States Virgin Islands, or any territory or insular possession subject to the

jurisdiction of the United States.

42. "Surviving organization" means an organization into which one or more other

organizations are merged and which:

a. May pre-exist the merger; or

b. May be created by the merger.

43. "Transfer" includes an assignment, conveyance, deed, bill of sale, lease, mortgage,

security interest, encumbrance, gift, and transfer by operation of law.

44. "Transferable interest" means the right of a partner to receive distributions.

45. "Transferee" means, except in section 45-10.2-45, a person to which all or part of a

transferable interest has been transferred, whether or not the transferor is a partner.

46. "Vote" includes authorization by written action.

47. "Written action" means:

a. A written record signed by all of the persons required to take the action; and

b. The counterparts of a written record signed by any of the persons taking the

action described.

(1) Each counterpart constitutes the action of the person signing; and

(2) All the counterparts, taken together, constitute one written action by all of

the persons signing the counterparts.
N.D. Cent. Code § 45-11-06 — ND Code / Title 45 / Chapter 45-11 / Section 45-11-06
45-11-06. Duty of secretary of state regarding fictitious name certificate
Status: in_force

45-11-06. Duty of secretary of state regarding fictitious name certificate

The secretary of state shall keep an alphabetical file of the fictitious names filed with the

secretary of state under this chapter. The secretary of state may destroy all fictitious name

certificates or renewals one year after expiration.
N.D. Cent. Code § 45-10.2-68 — ND Code / Title 45 / Chapter 45-10.2 / Section 45-10.2-68
45-10.2-68. (803) Winding up
Status: in_force

45-10.2-68. (803) Winding up

1. A limited partnership continues after dissolution only for the purpose of winding up its

activities.

2. In winding up its activities, the limited partnership:

a. May:

(1) Amend its certificate of limited partnership to state that the limited

partnership is dissolved;

(2) Preserve the limited partnership business or property as a going concern for

a reasonable time;

(3) Prosecute and defend actions and proceedings, whether civil, criminal, or

administrative;

(4) Transfer the property of the limited partnership;

(5) Settle disputes by mediation or arbitration;

(6) File a statement of termination as provided in section 45-10.2-69; and

(7) Perform other necessary acts; and

b. Shall:

(1) Discharge the liabilities of the limited partnership;

(2) Settle and close the activities of the limited partnership; and

(3) Marshall and distribute the assets of the partnership.

3. If a dissolved limited partnership does not have a general partner, then a person to

wind up the activities of the dissolved limited partnership may be appointed by the

consent of limited partners owning a majority of the rights to receive distributions as

limited partners at the time the consent is to be effective. A person appointed under

this subsection:

a. Has the powers of a general partner under section 45-10.2-70; and

b. Shall promptly amend the certificate of limited partnership to state:

(1) That the limited partnership does not have a general partner;

(2) The name of the person that has been appointed to wind up the limited

partnership; and

(3) The street and mailing address of the person.

4. On the application of any partner, the district court may order judicial supervision of the

winding up, including the appointment of a person to wind up the activities of the

dissolved limited partnership, if:

a. A limited partnership does not have a general partner and within a reasonable

time following the dissolution no person has been appointed pursuant to

subsection 3; or

b. The applicant establishes other good cause.
N.D. Cent. Code § 45-10.2-55 — ND Code / Title 45 / Chapter 45-10.2 / Section 45-10.2-55
45-10.2-55. (601) Dissociation as limited partner
Status: in_force

45-10.2-55. (601) Dissociation as limited partner

1. A person does not have a right to dissociate as a limited partner before the termination

of the limited partnership.

2. A person is dissociated from a limited partnership as a limited partner upon the

occurrence of any of the following events:

a. The limited partnership has notice of the express will of a person to withdraw as a

limited partner or on a later date specified by the person;

b. An event agreed to in the partnership agreement as causing the dissociation of a

person as a limited partner;

c. The expulsion of a person as a limited partner pursuant to the partnership

agreement;

d. The expulsion of a person as a limited partner by the unanimous consent of the

other partners if:

(1) It is unlawful to carry on the activities of the limited partnership with the

person as a limited partner;

(2) There has been a transfer of all of the transferable interest of the person in

the limited partnership, other than a transfer for security purposes, or a court

order charging the interest of the person, which has not been foreclosed;

(3) The person is a corporation and, within ninety days after the limited

partnership notifies the person that it will be expelled as a limited partner

because it has filed a certificate of dissolution or the equivalent, its charter

has been revoked, or its right to conduct business has been suspended by

the jurisdiction of its incorporation, there is not revocation of the certificate of

dissolution or no reinstatement of its charter or its right to conduct business;

or

(4) The person is a limited liability company or partnership that has been

dissolved and whose business is being wound up;

e. On application by the limited partnership, the expulsion of the person as a limited

partner by judicial order because:

(1) The person engaged in wrongful conduct that adversely and materially

affected the activities of the limited partnership;

(2) The person willfully or persistently committed a material breach of the

partnership agreement or of the obligation of good faith and fair dealing

under section 45-10.2-35; or

(3) The person engaged in conduct relating to the activities of the limited

partnership which make it not reasonably practicable to carry on the

activities with the person as limited partner;

f. In the case of a person who is an individual, the death of the person;

g. In the case of a person that is a trust or is acting as a limited partner by virtue of

being a trustee of a trust, distribution of the entire transferable interest in the

limited partnership of the trust, but not merely by reason of the substitution of a

successor trustee;

h. In the case of a person that is an estate or is acting as a limited partner by virtue

of being a personal representative of an estate, distribution of the entire

transferable interest of the estate in the limited partnership, but not merely by

reason of the substitution of a successor personal representative;

i. Termination of a limited partner that is not an individual, partnership, limited

liability company, corporation, trust, or estate; and

j. The participation by limited partnership in a conversion or merger under sections

45-10.2-94 through 45-10.2-106, if the limited partnership:

(1) Is not the converted or surviving organization; or

(2) Is the converted or surviving organization but, as a result of the conversion

or merger, the person ceases to be a limited partner.
N.D. Cent. Code § 45-10.2-08 — ND Code / Title 45 / Chapter 45-10.2 / Section 45-10.2-08
45-10.2-08. (105) General powers
Status: in_force

45-10.2-08. (105) General powers

A limited partnership has the powers to do all things necessary or convenient to carry on its

activities, including the power to sue, be sued, and defend in its own name and to maintain an

action against a partner for harm caused to the limited partnership by a breach of the

partnership agreement or violation of a duty to the partnership.
N.D. Cent. Code § 45-21-05 — ND Code / Title 45 / Chapter 45-21 / Section 45-21-05
45-21-05. (905) Merger of partnerships
Status: in_force

45-21-05. (905) Merger of partnerships

1. Pursuant to a plan of merger approved as provided in subsection 3, a partnership may

be merged with one or more other organizations.

2. The plan of merger must set forth:

a. The name of:

(1) The partnership;

(2) Each other constituent organization proposing to merge; and

(3) The surviving organization into which the other organizations will merge;

b. The status of each partner;

c. The terms and conditions of the merger;

d. The manner and basis of converting the ownership interests of each constituent

organization into ownership interests or obligations of the surviving organization,

or into money or other property in whole or part; and

e. The street address of the principal executive office of the surviving organization.

3. The plan of merger must be approved:

a. In the case of a partnership that is a party to the merger, by all of the partners, or

a number or percentage specified for merger in the partnership agreement; and

b. In the case of a constituent organization other than a partnership that is a party to

the merger, by the vote required for approval of a merger by the governing statute

of the constituent organization in the jurisdiction in which the constituent

organization is organized.

4. After a plan of merger is approved and before the merger takes effect, the plan may be

amended or abandoned as provided in the plan.

5. The merger takes effect on the later of:

a. The approval of the plan of merger by all constituent organizations, as provided in

subsection 3;

b. The filing of all records required by law to be filed as a condition to the

effectiveness of the merger; or

c. Any effective date specified in the plan of merger.
N.D. Cent. Code § 45-14-01 — ND Code / Title 45 / Chapter 45-14 / Section 45-14-01
45-14-01. (201) Partnership as entity
Status: in_force

45-14-01. (201) Partnership as entity

1. A partnership is an entity distinct from the partnership's partners.

2. A limited liability partnership continues to be the same entity in existence before the

filing of the registration under chapter 45-22.
N.D. Cent. Code § 45-22-13 — ND Code / Title 45 / Chapter 45-22 / Section 45-22-13
45-22-13. Voluntary withdrawal of status
Status: in_force

45-22-13. Voluntary withdrawal of status

1. A partnership may end the partnership's status as a limited liability partnership at any

time by filing a withdrawal statement with the secretary of state.

2. The withdrawal statement must contain:

a. With respect to a domestic limited liability partnership:

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

(2) A statement that the domestic limited liability partnership is withdrawing the

current registration.

(3) An acknowledgment by the domestic limited liability partnership that the

withdrawal ends the domestic limited liability partnership's status as a limited

liability partnership with respect to periods after the effective date of the

withdrawal.

b. With respect to a foreign limited liability partnership:

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

(2) The jurisdiction of origin.

(3) A statement that the foreign limited liability partnership is not transacting

business in this state as a foreign limited liability partnership.

(4) A statement that the foreign limited liability partnership surrenders authority

to transact business in this state as a foreign limited liability partnership and

is withdrawing the foreign limited liability partnership's current registration.

(5) An acknowledgment by the foreign limited liability partnership that the

withdrawal ends the foreign limited liability partnership's authorization to

transact business in this state as a foreign limited liability partnership with

respect to periods after the effective date of the withdrawal.

(6) A statement that the foreign limited liability partnership consents to service

of process based upon any cause of action arising in this state during the

time the foreign limited liability partnership was authorized to transact

business in this state and that service may be made on the foreign limited

liability partnership as provided in section 10-01.1-13.

(7) A post-office address to which a person may mail a copy of any process

against the foreign limited liability partnership.

3. The withdrawal statement may state a delayed withdrawal date. If the withdrawal

statement does not state an effective date, the statement is effective when filed.

4. If the foreign limited liability partnership is not the surviving organization in a merger or

termination, the filing with the secretary of state of a certificate to that effect

authenticated by the proper officer of the state or country under the laws of which the

foreign limited liability partnership is originally registered constitutes a valid withdrawal

statement.
N.D. Cent. Code § 45-10.2-44 — ND Code / Title 45 / Chapter 45-10.2 / Section 45-10.2-44
45-10.2-44. (408) General standards of conduct of general partner
Status: in_force

45-10.2-44. (408) General standards of conduct of general partner

1. The only fiduciary duties that a general partner has to the limited partnership and the

other partners are the duties of loyalty and care under subsections 2 and 3.

2. A duty of loyalty of the general partner to the limited partnership and the other partners

is limited to the following:

a. To account to the limited partnership and hold as trustee for it any property, profit,

or benefit derived by the general partner in the conduct and winding up of the

activities of the limited partnership or derived from a use by the general partner of

limited partnership property, including the appropriation of a limited partnership

opportunity;

b. To refrain from dealing with the limited partnership in the conduct or winding up of

the activities of the limited partnership as or on behalf of a party having an

interest adverse to the limited partnership; and

c. To refrain from competing with the limited partnership in the conduct or winding

up of the activities of the limited partnership.

3. Duty of care of a general partner to the limited partnership and the other partners in

the conduct and winding up of the activities of a limited partnership is limited to

refraining from engaging in grossly negligent or reckless conduct, intentional

misconduct, or a knowing violation of law.

4. A general partner shall discharge the duties to the partnership and the other partners

under this chapter or under the partnership agreement and exercise any rights

consistently with the obligation of good faith and fair dealing.

5. A general partner does not violate a duty or obligation under this chapter or under the

partnership agreement merely because conduct of the general partner furthers the

interest of that general partner.
N.D. Cent. Code § 45-11-03 — ND Code / Title 45 / Chapter 45-11 / Section 45-11-03
45-11-03. Foreign partnership permitted to use fictitious name
Status: in_force

45-11-03. Foreign partnership permitted to use fictitious name

A commercial partnership established and transacting business in a place without the

United States may use in this state the partnership name used by it there, without filing the

certificate prescribed in section 45-11-01, although it is fictitious or does not show the names of

the persons interested as partners in such business.
N.D. Cent. Code § 45-10.2-90 — ND Code / Title 45 / Chapter 45-10.2 / Section 45-10.2-90
45-10.2-90. (1002) Derivative action
Status: in_force

45-10.2-90. (1002) Derivative action

A partner may maintain a derivative action to enforce a right of a limited partnership if:

1. The partner first makes a demand on the general partners, requesting that they cause

the limited partnership to bring an action to enforce the right, and the general partners

do not bring the action within a reasonable time; or

2. A demand would be futile.
N.D. Cent. Code § 45-13-01 — ND Code / Title 45 / Chapter 45-13 / Section 45-13-01
45-13-01. (101) Definitions
Status: in_force

45-13-01. (101) Definitions

For the purposes of chapters 45-13 through 45-21 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 any other case, 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 partnership; or

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

partnership to receive the electronic communication; and

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

partnership can reasonably conclude that the electronic communication was sent

by the purported sender.

3. "Ballot" means a written ballot or a ballot transmitted by electronic communication.

4. "Business" includes every trade, occupation, and profession.

5. "Debtor in bankruptcy" means a person that is the subject of:

a. An order for relief under title 11 of the United States Code or a comparable order

under a successor statute of general application; or

b. A comparable order under federal, state, or foreign law governing insolvency.

6. "Distribution" means a transfer of money or other property from a partnership to a

partner in the capacity of the partner as a partner or to the transferee of the partner.

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

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

optical, electromagnetic, or similar capabilities.

9. "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.

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

or stored by electronic means.

11. "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.

12. "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 45-13-05 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.

13. "Foreign limited liability partnership" means a partnership that is formed under laws

other than the laws of this state and has the status of a limited liability partnership

under those laws.

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

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

this state.

15. "Limited liability partnership" means a partnership that filed a registration under

chapter 45-22 and does not have a similar statement in effect in any other jurisdiction.

16. "Managing partner" means a partner charged with the management of the partnership

in this state and if no partners are specifically so designated, then all partners.

17. "Notice":

a. Is given to a partnership:

(1) When in writing and mailed or delivered to the principal executive office of

the partnership; or

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

managing partner to which the notice is given if by:

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

which the managing partner has consented to receive notice.

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

the managing partner has consented to receive notice.

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

consented to receive notice, together with separate notice to the

managing partner of 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 has consented to receive notice, when directed to the

partnership.

b. Is given to a partner of the partnership:

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

executive office address of the 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, 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 other 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 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 given.

18. "Organization":

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

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

partnership, and 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.

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

of a business for profit formed under section 45-14-02, predecessor law, or

comparable law of another jurisdiction.

20. "Partnership agreement" means the agreement, whether written, oral, or implied,

among the partners concerning the partnership, including amendments to the

partnership agreement.

21. "Partnership at will" means a partnership in which the partners have not agreed to

remain partners until the expiration of a definite term or the completion of a particular

undertaking.

22. "Partnership interest" or "partner's interest in the partnership" means all of the interests

of a partner in the partnership, including the transferable interest of the partner and all

management and other rights.

23. "Principal executive office" means an office from which the partnership conducts

business.

24. "Property" means all property, real, personal, or mixed, tangible or intangible, or any

interest therein.

25. "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.

26. "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

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, that:

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

27. "State" means a state of the United States, the District of Columbia, the

Commonwealth of Puerto Rico, or any territory or insular possession subject to the

jurisdiction of the United States.

28. "Statement" means:

a. A statement of partnership authority under section 45-15-03;

b. A statement of denial under section 45-15-04;

c. A statement of dissociation under section 45-19-04;

d. A statement of dissolution under section 45-20-05;

e. A statement of conversion under section 45-21-04;

f. A statement of merger under section 45-21-07; or

g. An amendment or cancellation of any of the foregoing.

29. "Surviving organization" means an organization into which one or more other

organizations are merged and which:

a. May pre-exist the merger; or

b. Are created by the merger.

30. "Transfer" includes an assignment, conveyance, lease, mortgage, deed, and

encumbrance.
N.D. Cent. Code § 45-22-25 — ND Code / Title 45 / Chapter 45-22 / Section 45-22-25
45-22-25. Forms to be furnished by the secretary of state
Status: in_force

45-22-25. 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 documents to be filed in the office

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

required by law, is not mandatory.
N.D. Cent. Code § 45-20-01 — ND Code / Title 45 / Chapter 45-20 / Section 45-20-01
45-20-01. (801) Events causing dissolution and winding up of partnership business
Status: in_force

45-20-01. (801) Events causing dissolution and winding up of partnership business

A partnership is dissolved, and its business must be wound up, only upon the occurrence of

any of the following events:

1. In a partnership at will, the partnership's having notice from a partner, other than a

partner who is dissociated under subsections 2 through 10 of section 45-18-01, of that

partner's express will to withdraw as a partner, or on a later date specified by the

partner.

2. In a partnership for a definite term or particular undertaking:

a. Within ninety days after a partner's dissociation by death or otherwise under

subsections 6 through 10 of section 45-18-01 or wrongful dissociation under

subsection 2 of section 45-18-02, the express will of at least half of the remaining

partners to wind up the partnership business, for which purpose a partner's

rightful dissociation under paragraph 1 of subdivision b of subsection 2 of section

45-18-02 constitutes the expression of that partner's will to wind up the

partnership business;

b. The express will of all of the partners to wind up the partnership business; or

c. The expiration of the term or the completion of the undertaking.

3. An event agreed to in the partnership agreement resulting in the winding up of the

partnership business.

4. An event that makes it unlawful for all or substantially all of the business of the

partnership to be continued, but a cure of illegality within ninety days after notice to the

partnership of the event is effective retroactively to the date of the event for purposes

of this section.

5. On application by a partner, a judicial determination that:

a. The economic purpose of the partnership is likely to be unreasonably frustrated;

b. Another partner has engaged in conduct relating to the partnership business

which makes it not reasonably practicable to carry on the business in partnership

with that partner; or

c. It is not otherwise reasonably practicable to carry on the partnership business in

conformity with the partnership agreement.

6. On application by a transferee of a partner's transferable interest, a judicial

determination that it is equitable to wind up the partnership business:

a. After the expiration of the term or completion of the undertaking, if the partnership

was for a definite term or particular undertaking at the time of the transfer or entry

of the charging order that gave rise to the transfer; or

b. At any time, if the partnership was a partnership at will at the time of the transfer

or entry of the charging order that gave rise to the transfer.
N.D. Cent. Code § 45-20-05 — ND Code / Title 45 / Chapter 45-20 / Section 45-20-05
45-20-05. (805) Statement of dissolution
Status: in_force

45-20-05. (805) Statement of dissolution

1. After dissolution, a partner who has not wrongfully dissociated may file a statement of

dissolution stating the name of the partnership and that the partnership has dissolved

and is winding up its business.

2. A statement of dissolution cancels a filed statement of partnership authority for the

purposes of subsection 3 of section 45-15-03.

3. For the purposes of sections 45-15-01 and 45-20-04, a person not a partner is

deemed to have notice of the dissolution and the limitation on the partners' authority as

a result of the statement of dissolution ninety days after it is filed.

4. After filing and, if appropriate, recording a statement of dissolution, a dissolved

partnership may file and, if appropriate, record a statement of partnership authority

which will operate with respect to a person not a partner as provided in subsections 3

and 4 of section 45-15-03 in any transaction, whether or not the transaction is

appropriate for winding up the partnership business.
N.D. Cent. Code § 45-16-08 — ND Code / Title 45 / Chapter 45-16 / Section 45-16-08
45-16-08. Remote communications for partner meetings
Status: in_force

45-16-08. Remote communications for partner meetings

1. This section shall 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 partnership agreement:

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 the notice of the meeting is given to every partner entitled to vote; and

(2) If the 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 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 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 partnership shall implement reasonable measures:

(1) To verify that each person deemed present and entitled to vote at the

meeting by means of remote communication is a partner; and

(2) To 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

partner's remarks 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.

4. With respect to notice to partners:

a. Any notice to partners given by the partnership under any provision of this

chapter or the partnership agreement by a form of electronic communication

consented to by the partner to whom the notice is given is effective when given.

The notice is deemed given:

(1) If by facsimile communication, when directed to a telephone number at

which the partner has consented to receive notice;

(2) If by electronic mail, when directed to an electronic mail address at which

the partner has consented to receive notice;

(3) If by 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:

(a) The posting; or

(b) The giving of the separate notice; or

(4) If by any other form of electronic communication by which the partners have

consented to receive notice, when directed to the partner.

b. An affidavit of the managing partner, other authorized partner, or authorized agent

of the partnership, that the notice has been given by a form of electronic

communication is, in the absence of fraud, prima facie evidence of the facts

stated in the affidavit.

c. Consent by a partner to notice given by electronic communication may be given

in writing or by authenticated electronic communication. The partnership is

entitled to rely on any consent so given until revoked by the partner. However, no

revocation affects the validity of any notice given before receipt by the partnership

of revocation of the consent.

5. 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 the other partners of

the partnership at or before the meeting or before an action without a meeting is

effective according to section 10-16-07.

6. Waiver of notice by a partner at a meeting by means of authenticated electronic

communication may be given in the manner provided in the partnership agreement.

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 conveyed; 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 § 45-10.2-66 — ND Code / Title 45 / Chapter 45-10.2 / Section 45-10.2-66
45-10.2-66. (801) Nonjudicial dissolution
Status: in_force

45-10.2-66. (801) Nonjudicial dissolution

Except as otherwise provided in section 45-10.2-67, a limited partnership is dissolved, and

its activities must be wound up, only upon the occurrence of any of the following:

1. The happening of an event specified in the partnership agreement;

2. The consent of all general partners and of limited partners owning a majority of the

rights to receive distributions as limited partners at the time the consent is to be

effective;

3. After the dissociation of a person as a general partner:

a. If the limited partnership has at least one remaining general partner, then the

consent to dissolve the limited partnership given within ninety days after the

dissociation by partners owning a majority of the rights to receive distributions as

partners at the time the consent is to be effective; or

b. If the limited partnership does not have a remaining general partner, then the

passage of ninety days after the dissociation unless before the end of the period:

(1) Consent to continue the activities of the limited partnership and admit at

least one general partner is given by limited partners owning a majority of

the rights to receive distributions as limited partners at the time the consent

is to be effective; and

(2) At least one person is admitted as a general partner in accordance with the

consent;

4. The passage of ninety days after the dissociation of the last limited partner of the

limited partnership, unless before the end of the period the limited partnership admits

at least one limited partner; or

5. The issuing and filing of a notice of dissolution by the secretary of state under

subsection 5 of section 45-10.2-108.
N.D. Cent. Code § 45-14-04 — ND Code / Title 45 / Chapter 45-14 / Section 45-14-04
45-14-04. (204) When property is partnership property
Status: in_force

45-14-04. (204) When property is partnership property

1. Property is partnership property if acquired in the name of:

a. The partnership; or

b. One or more partners with an indication in the instrument transferring title to the

property of the person's capacity as a partner or of the existence of a partnership

but without an indication of the name of the partnership.

2. Property is acquired in the name of the partnership by a transfer to:

a. The partnership in its name; or

b. One or more partners in their capacity as partners in the partnership, if the name

of the partnership is indicated in the instrument transferring title to the property.

3. Property is presumed to be partnership property if purchased with partnership assets,

even if not acquired in the name of the partnership or of one or more partners with an

indication in the instrument transferring title to the property of the person's capacity as

a partner or of the existence of a partnership.

4. Property acquired in the name of one or more of the partners, without an indication in

the instrument transferring title to the property of the person's capacity as a partner or

of the existence of a partnership and without use of partnership assets, is presumed to

be separate property, even if used for partnership purposes.
N.D. Cent. Code § 45-10.2-21 — ND Code / Title 45 / Chapter 45-10.2 / Section 45-10.2-21
45-10.2-21. Consent and proxies of partners
Status: in_force

45-10.2-21. Consent and proxies of partners

1. At or before the meeting for which the appointment is to be effective, a partner may

cast or authorize the casting of a vote:

a. By filing with a partner or agent authorized to tabulate votes a written

appointment of a proxy which is signed by the partner.

b. By remote communication or authenticated electronic communication to a partner

or agent authorized to tabulate votes, whether or not accompanied by written

instructions of the partner, of an appointment of a proxy.

(1) The remote communication or authenticated electronic communication must

set forth or be submitted with information from which it can be determined

that the appointment is authorized by the partner. If it is reasonably

concluded that the remote communication or authenticated electronic

communication is valid, then the inspectors of election or, if there are no

inspectors, then the other persons making that determination of validity shall

specify the information upon which they relied to make that determination.

(2) A proxy so appointed may vote on behalf of the partner, or otherwise

participate, in a meeting by remote communication according to section

45-10.2-20 to the extent the partner appointing the proxy would have been

entitled to participate by remote communication according to section

45-10.2-20 if the partner did not appoint the proxy.

c. A copy, facsimile telecommunication, or other reproduction of the original writing

or transmission may be substituted or used in lieu of the original writing or

transmission for any purpose for which the original writing or transmission could

be used if the copy, facsimile telecommunication, or other reproduction is a

complete and legible reproduction of the entire original writing or transmission.

d. An appointment of a proxy for partnership interests held jointly by two or more

partners is valid if signed or consented to by authenticated electronic

communication by any one of the partners, unless the limited partnership

receives from any of those partners written notice or authenticated electronic

communication either denying the authority of that person to appoint a proxy or

appointing a different proxy.

2. The appointment of a proxy is valid for eleven months, unless a longer period is

expressly provided in the appointment. No appointment is irrevocable unless the

appointment is coupled with an interest, including a security interest, in the partnership

interests or in the limited partnership. A partner who revokes a proxy is not liable in any

way for damages, restitution, or other claim.

3. An appointment may be revoked at will, unless the appointment is coupled with an

interest, in which case it may not be revoked except in accordance with the terms of

an agreement, if any, between the parties to the appointment. Appointment of a proxy

is revoked by the person appointing the proxy by:

a. Attending a meeting and voting in person; or

b. Signing and delivering to the partner or to a duly authorized agent of the

partnership:

(1) A writing stating the appointment of the proxy is revoked; or

(2) A new appointment; or

c. Remote communication or by authenticated electronic communication, whether or

not accompanied by written instructions of the partner, of:

(1) A statement that the proxy is revoked; or

(2) A new appointment.

4. Revocation in either manner provided in subdivisions b and c of subsection 3 revokes

all earlier proxy appointments and is effective:

a. When filed with a general partner or duly authorized agent of the limited

partnership; or

b. When the remote communication or the authenticated electronic communication

is received by a partner or by the duly authorized agent of the partnership.

The remote communication or the authenticated electronic communication must set

forth or be submitted with information from which it can be determined that the

revocation or the new appointment was authorized by the partner.

5. The death or incapacity of a person appointing a proxy does not affect the right of the

limited partnership to accept the authority of the proxy, unless written notice of the

death or incapacity is received by a partner or agent authorized to tabulate votes

before the proxy exercises authority under that appointment.

6. Unless the appointment specifically provides otherwise, if two or more persons are

appointed as proxies for a partner:

a. Then any one of them may vote the partnership interests on each item of

business in accordance with specific instructions contained in the appointment; or

b. If no specific instructions are contained in the appointment with respect to voting

the partnership interests on a particular item of business, then the partnership

interests must be voted as a majority of the proxies determine. If the proxies are

equally divided, then the partnership interests may not be voted.

7. Subject to section 45-10.2-22 and an express restriction, limitation, or specific

reservation of authority of the proxy appearing on the appointment, the limited

partnership may accept a vote or action by the proxy as the action of the partner. The

vote of a proxy is final, binding, and not subject to challenge. However, the proxy is

liable to the partner or beneficial owner for damages resulting from a failure to exercise

the proxy or from an exercise of the proxy in violation of the authority granted in the

appointment.

8. If a proxy is given authority by a partner to vote on less than all items of business

considered at a meeting of partners, then the partner is considered to be present and

entitled to vote by the proxy, only with respect to those items of business for which the

proxy has authority to vote. A proxy who is given authority by a partner who abstains

with respect to an item of business is considered to have authority to vote on the item

of business for purposes of this subsection.
N.D. Cent. Code § 45-10.2-36 — ND Code / Title 45 / Chapter 45-10.2 / Section 45-10.2-36
45-10.2-36. (306) Person erroneously believing self to be limited partner
Status: in_force

45-10.2-36. (306) Person erroneously believing self to be limited partner

1. Except as otherwise provided in subsection 2, a person that makes an investment in a

business enterprise and erroneously but in good faith believes that the person has

become a limited partner in the enterprise is not liable for the obligations of the

enterprise by reason of making the investment, receiving distributions from the

enterprise, or exercising any rights of or appropriate to a limited partner, if, on

ascertaining the mistake, the person:

a. Causes an appropriate certificate of limited partnership, amendment, or

statement of correction to be signed and delivered to the secretary of state for

filing; or

b. Withdraws from future participation as an owner in the enterprise by signing and

delivering to the secretary of state for filing a statement of withdrawal under this

section.

2. A person that makes an investment described in subsection 1 is liable to the same

extent as a general partner to any third party that enters into a transaction with the

enterprise, believing in good faith that the person is a general partner, before the

secretary of state files a statement of withdrawal, certificate of limited partnership,

amendment, or statement of correction to show that the person is not a general

partner.

3. If a person makes a diligent effort in good faith to comply with subdivision a of

subsection 1 and is unable to cause the appropriate certificate of limited partnership,

amendment, or statement of correction to be signed and delivered to the secretary of

state for filing, then the person has the right to withdraw from the enterprise pursuant

to subdivision b of subsection 1 even if the withdrawal would otherwise breach an

agreement with others that are or have agreed to become co-owners of the enterprise.
N.D. Cent. Code § 45-15-03 — ND Code / Title 45 / Chapter 45-15 / Section 45-15-03
45-15-03. (303) Statement of partnership authority
Status: in_force

45-15-03. (303) Statement of partnership authority

1. A partnership may file with the secretary of state, along with the fees provided in

section 45-13-05, a statement of partnership authority which:

a. Must include:

(1) The name of the partnership;

(2) The street address of the partnership's principal executive office and of one

office in this state, if there is one;

(3) The name and mailing address of each partner;

(4) The name of the registered agent of the partnership as provided in chapter

10-01.1 and, if a noncommercial registered agent, the address of the

noncommercial registered agent in this state;

(5) The name of each partner authorized to execute an instrument transferring

real property held in the name of the partnership; and

(6) The nature of business to be transacted.

b. May state the authority, or limitations on the authority, of some or all of the

partners to enter into other transactions on behalf of the partnership and any

other matter.

2. If a filed statement of partnership authority is executed pursuant to subsection 3 of

section 45-13-05 and states the name of the partnership but does not contain all of the

other information required by subsection 1, the statement nevertheless operates with

respect to a person not a partner as provided in subsections 3 and 4.

3. Except as otherwise provided in subsection 6, a filed statement of partnership

authority supplements the authority of a partner to enter into transactions on behalf of

the partnership as follows:

a. Except for transfers of real property, a grant of authority contained in a filed

statement of partnership authority is conclusive in favor of a person who gives

value without knowledge to the contrary, so long as and to the extent that a

limitation on that authority is not then contained in another filed statement. A filed

cancellation of a limitation on authority revives the previous grant of authority.

b. A grant of authority to transfer real property held in the name of the partnership

contained in a certified copy of a filed statement of partnership authority recorded

in the office for recording transfers of that real property is conclusive in favor of a

person who gives value without knowledge to the contrary, so long as and to the

extent that a certified copy of a filed statement containing a limitation on that

authority is not then of record in the office for recording transfers of that real

property. The recording in the office for recording transfers of that real property of

a certified copy of a filed cancellation of a limitation on authority revives the

previous grant of authority.

4. A person not a partner is deemed to know of a limitation on the authority of a partner to

transfer real property held in the name of the partnership if a certified copy of the filed

statement containing the limitation on authority is of record in the office for recording

transfers of that real property.

5. Except as otherwise provided in subsections 3 and 4 and sections 45-19-04 and

45-20-05, a person not a partner is not deemed to know of a limitation on the authority

of a partner merely because the limitation is contained in a filed statement.

6. Unless earlier canceled, a filed statement of partnership authority is canceled by

operation of law five years after the date on which the statement, or the most recent

amendment, was filed with the secretary of state.
N.D. Cent. Code § 45-17-04 — ND Code / Title 45 / Chapter 45-17 / Section 45-17-04
45-17-04. (504) Partner's transferable interest subject to charging order
Status: in_force

45-17-04. (504) Partner's transferable interest subject to 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 such application, a court having 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 a judgment debtor

and requires the partnership to pay over to the person to which the charging order was

issued any distribution that would otherwise be paid to the judgment debtor.

3. The partner or transferee whose transferable interest is 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 order.

4. At any time before extinguishment under subsection 3, a partnership or one or more

partners whose transferable interest are 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. Chapters 45-13 through 45-21 do not deprive a partner of a right under exemption

laws with respect to the partner's interest in the partnership.

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 might have made, is

available to the judgment creditor attempting to satisfy the judgment out of the

judgment debtor's interest in the partnership.

b. No creditor of a partner or transferee has any right to obtain possession of or

otherwise exercise legal or equitable remedies to a property of the partnership.
N.D. Cent. Code § 45-20-08 — ND Code / Title 45 / Chapter 45-20 / Section 45-20-08
45-20-08. Omitted assets
Status: in_force

45-20-08. Omitted assets

Title to assets remaining after payment of all debts, obligations, or liabilities and after

distributions to partners may be transferred by a court in this state.
N.D. Cent. Code § 45-10.2-57 — ND Code / Title 45 / Chapter 45-10.2 / Section 45-10.2-57
45-10.2-57. (603) Dissociation as general partner
Status: in_force

45-10.2-57. (603) Dissociation as general partner

A person is dissociated from a limited partnership as a general partner upon the occurrence

of any of the following events:

1. The limited partnership having notice of the express will of a person to withdraw as a

general partner or on a later date specified by the person;

2. An event agreed to in the partnership agreement as causing the dissociation of a

person as a general partner;

3. The expulsion of a person as a general partner pursuant to the partnership agreement;

4. The expulsion of a person as a general partner by the unanimous consent of the other

partners if:

a. It is unlawful to carry on the activities of the limited partnership with the person as

a general partner;

b. There has been a transfer of all or substantially all of the transferable interest of a

person in the limited partnership, other than a transfer for security purposes, or a

court order charging the interest of a person, which has not been foreclosed;

c. The person is a corporation and, within ninety days after the limited partnership

notifies the person that it will be expelled as a general partner because it filed a

certificate of dissolution or the equivalent, its charter has been revoked, or its

right to conduct business has been suspended by the jurisdiction of its

incorporation, there is no revocation of the certificate of dissolution or no

reinstatement of its charter or its right to conduct business; or

d. The person is a limited liability company or partnership that has been dissolved

and whose business is being wound up;

5. On application by the limited partnership, the expulsion of a person as a general

partner by judicial determination because:

a. The person engaged in wrongful conduct that adversely and materially affected

the limited partnership activities;

b. The person willfully or persistently committed a material breach of the partnership

agreement or of a duty owed to the partnership or the other partners under

section 45-10.2-44; or

c. The person engaged in conduct relating to the activities of the limited partnership

which makes it not reasonably practicable to carry on the activities of the limited

partnership with the person as a general partner;

6. The person:

a. Becoming a debtor in bankruptcy;

b. Executing an assignment for the benefit of creditors;

c. Seeking, consenting to, or acquiescing in the appointment of a trustee, receiver,

or liquidator of the person or of all or substantially all of the property of the

person; or

d. Failing, within ninety days after the appointment, to have vacated or stayed the

appointment of a trustee, receiver, or liquidator of the general partner or of all or

substantially all of the property of the person obtained without the consent or

acquiescence of the person, or failing within ninety days after the expiration of a

stay to have the appointment vacated;

7. In the case of a person who is an individual:

a. The death of the person;

b. The appointment of a guardian or general conservator for the person; or

c. A judicial determination that the person has otherwise become incapable of

performing the duties as a general partner under the partnership agreement;

8. In the case of a person that is a trust or is acting as a general partner by virtue of

being a trustee of a trust, distribution of the entire transferable interest of the trust in

the limited partnership, but not merely by reason of the substitution of a successor

trustee;

9. In the case of a person that is an estate or is acting as a general partner by virtue of

being a personal representative of an estate, distribution of the entire transferable

interest of the estate in the limited partnership, but not merely by reason of the

substitution of a successor personal representative;

10. Termination of a general partner that is not an individual, partnership, limited liability

company, corporation, trust, or estate; or

11. The participation of the limited partnership in a conversion or merger under sections

45-10.2-94 through 45-10.2-106, if the limited partnership:

a. Is not the converted or surviving organization; or

b. Is the converted or surviving organization but, as a result of the conversion or

merger, the person ceases to be a general partner.
N.D. Cent. Code § 45-12-01 — ND Code / Title 45 / Chapter 45-12 / Section 45-12-01
45-12-01. Provisions for existing limited partnerships
Status: repealed

45-12-01. Provisions for existing limited partnerships

Repealed by S.L. 2005, ch. 384, § 19.
N.D. Cent. Code § 45-21-04 — ND Code / Title 45 / Chapter 45-21 / Section 45-21-04
45-21-04. (904) Statement of conversion
Status: in_force

45-21-04. (904) Statement of conversion

1. Upon receiving the approval required by section 45-21-03, a statement 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

statement 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 45-21-03;

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 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 45-21-04.2.

2. The statement 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 statement of conversion must also include the filing with the

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

(2) Upon both the statement 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 statement of conversion must include the filing with

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

converted organization.

(b) Upon both the statement 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 statement of conversion being filed with the secretary of state, the

secretary of state shall issue the appropriate certificate of conversion to the

converted organization or its legal representative.

3. A converting organization that is the owner of a trademark or trade name, is a general

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

partnership or a limited liability limited partnership, or is a managing partner of a

limited liability 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 statement of conversion.
N.D. Cent. Code § 45-10.2-12 — ND Code / Title 45 / Chapter 45-10.2 / Section 45-10.2-12
45-10.2-12. (110) Effect of partnership agreement and nonwaivable provisions
Status: in_force

45-10.2-12. (110) Effect of partnership agreement and nonwaivable provisions

1. Except as otherwise provided in subsection 2, the partnership agreement governs

relations among the partners and between the partners and the partnership. To the

extent the partnership agreement does not otherwise provide, this chapter governs

relations among the partners and between the partners and the partnership.

2. A partnership agreement may not:

a. Vary the power of a limited partnership under section 45-10.2-08 to sue, be sued,

and defend in its own name;

b. Vary the law applicable to a limited partnership under section 45-10.2-09;

c. Vary the requirements of section 45-10.2-25;

d. Vary the information required under section 45-10.2-13 or unreasonably restrict

the right to information under section 45-10.2-34 or 45-10.2-43, but the

partnership agreement may impose reasonable restrictions on the availability and

use of information obtained under those sections and may define appropriate

remedies, including liquidated damages, for a breach of any reasonable

restrictions on use;

e. Eliminate the duty of loyalty under section 45-10.2-44, but the partnership

agreement may:

(1) Identify specific types or categories of activities that do not violate the duty

of loyalty, if not manifestly unreasonable; and

(2) Specify the number or percentage of partners which may authorize or ratify,

after full disclosure to all partners of all material facts, a specific act or

transaction that otherwise would violate the duty of loyalty;

f. Unreasonably reduce the duty of care under subsection 3 of section 45-10.2-44;

g. Eliminate the obligation of good faith and fair dealing under subsection 2 of

section 45-10.2-35 and subsection 4 of section 45-10.2-44, but the partnership

agreement may prescribe the standards by which the performance of the

obligation is to be measured, if the standards are not manifestly unreasonable;

h. Vary the power of a person to dissociate as a general partner under subsection 1

of section 45-10.2-58 except to require that the notice under subsection 1 of

section 45-10.2-57 be in a record;

i. Vary the power of a court to decree dissolution in the circumstances specified in

section 45-10.2-67;

j. Vary the requirement to wind up the business of a partnership as specified in

section 45-10.2-68;

k. Unreasonably restrict the right to maintain an action under sections 45-10.2-89

through 45-10.2-93;

l. Restrict the right of a partner under subsection 1 of section 45-10.2-104 to

approve a conversion or merger;

m. Restrict the right of a general partner under subsection 2 of section 45-10.2-104

to consent to an amendment to the certificate of limited partnership which

converts the limited partnership to a limited liability limited partnership; or

n. Restrict rights under this chapter of a person other than a partner or a transferee.
N.D. Cent. Code § 45-11-08 — ND Code / Title 45 / Chapter 45-11 / Section 45-11-08
45-11-08. Unlawful use of fictitious partnership name
Status: in_force

45-11-08. Unlawful use of fictitious partnership name

It is unlawful for any person to transact business in the name of another person, as a

partner, who is not interested in that business.
N.D. Cent. Code § 45-22-12 — ND Code / Title 45 / Chapter 45-22 / Section 45-22-12
45-22-12. Change of registered office or agent
Status: in_force

45-22-12. Change of registered office or agent

1. A limited liability partnership may change the limited liability partnership's registered

office, change the limited liability partnership's registered agent, or state a change in

the name of the limited liability partnership's registered agent as provided in chapter

10-01.1.

2. A registered agent of a limited liability partnership may resign as provided in chapter

10-01.1.
N.D. Cent. Code § 45-11-09 — ND Code / Title 45 / Chapter 45-11 / Section 45-11-09
45-11-09. General penalty
Status: in_force

45-11-09. General penalty

Any person violating any provision of this chapter for which another penalty is not

specifically set forth shall be guilty of a class A misdemeanor.
N.D. Cent. Code § 45-10.2-07 — ND Code / Title 45 / Chapter 45-10.2 / Section 45-10.2-07
45-10.2-07. (104) Nature, purpose, and duration of entity
Status: in_force

45-10.2-07. (104) Nature, purpose, and duration of entity

1. A limited partnership is an entity distinct from its partners.

2. A limited partnership may be organized under this chapter for any lawful purpose

except banking or insurance.

3. A limited partnership has a perpetual duration unless otherwise provided in its

certificate of limited partnership.
N.D. Cent. Code § 45-10.2-72 — ND Code / Title 45 / Chapter 45-10.2 / Section 45-10.2-72
45-10.2-72. (806) Known claims against dissolved limited partnership
Status: in_force

45-10.2-72. (806) Known claims against dissolved limited partnership

1. A dissolved limited partnership may dispose of the known claims against it by following

the procedure described in subsection 2.

2. A dissolved limited partnership may notify its known claimants of the dissolution in a

record. The notice must:

a. Specify the information required to be included in a claim;

b. Provide a mailing address to which the claim is to be sent;

c. State the deadline for receipt of the claim, which may not be less than one

hundred twenty days after the date the notice is received by the claimant;

d. State that the claim will be barred if not received by the deadline; and

e. Unless the limited partnership has been at each moment during its existence a

limited liability limited partnership, state that the barring of a claim against the

limited partnership will also bar any corresponding claim against any general

partner or person dissociated as a general partner which is based on section

45-10.2-40.

3. A claim against a dissolved limited partnership is barred if the requirements of

subsection 2 are met and:

a. The claim is not received by the specified deadline; or

b. In the case of a claim that is timely received but rejected by the dissolved limited

partnership, the claimant does not commence an action to enforce the claim

against the limited partnership within ninety days after the receipt of the notice of

the rejection.

4. This section does not apply to a claim based on an event occurring after the effective

date of dissolution or a liability that is contingent on that date.
N.D. Cent. Code § 45-12-02 — ND Code / Title 45 / Chapter 45-12 / Section 45-12-02
45-12-02. Provisions for other existing partnerships
Status: in_force

45-12-02. Provisions for other existing partnerships

1. Except for a general partnership governed by subsection 2, a general partnership

formed under any statute of this state prior to July 1, 1959, including the general

partners of a special or limited partnership formed prior to July 1, 1959, are governed

by the provisions of chapters 45-05 through 45-12, until January 1, 1997, from and

after July 1, 1959. After December 31, 1996, all partnerships are governed as provided

in subsection 3.

2. Before January 1, 1997, chapters 45-13 through 45-21 govern only a partnership

formed:

a. After January 1, 1996, unless that partnership is continuing the business of a

dissolved partnership under section 45-09-13; and

b. Before January 1, 1996, that elects, as provided by subsection 4, to be governed

by chapters 45-13 through 45-21.

3. After December 31, 1996, chapters 45-13 through 45-21 govern all partnerships.

4. Before January 1, 1997, a partnership voluntarily may elect, in the manner provided in

its partnership agreement or by law for amending the partnership agreement, to be

governed by chapters 45-13 through 45-21. Provisions of chapters 45-13 through

45-21 relating to the liability of the partnership's partners to third parties apply to limit

those partners' liability to a third party who had done business with the partnership

within one year preceding the partnership's election to be governed by chapters 45-13

through 45-21, only if the third party knows or has received a notification of the

partnership's election to be governed by chapters 45-13 through 45-21.
N.D. Cent. Code § 45-10.2-117 — ND Code / Title 45 / Chapter 45-10.2 / Section 45-10.2-117
45-10.2-117. (1203) Relation to Electronic Signatures in Global and National Commerce Act
Status: in_force

45-10.2-117. (1203) Relation to Electronic Signatures in Global and National

Commerce Act.

This chapter modifies, limits, or supersedes the federal Electronic Signatures in Global and

National Commerce Act [15 U.S.C. 7001 et seq.] but this chapter does not modify, limit, or

supersede section 101 of that Act or authorize electronic delivery of any of the notices described

in section 103(b) of that Act.
N.D. Cent. Code § 45-10.2-16 — ND Code / Title 45 / Chapter 45-10.2 / Section 45-10.2-16
45-10.2-16. Registration of general partner
Status: in_force

45-10.2-16. Registration of general partner

A general partner must be registered separately with the secretary of state at the time of

filing a certificate of limited partnership or the application for certificate of authority of a foreign

limited partnership whenever that general partner is either a domestic or foreign:

1. Corporation;

2. Limited liability company;

3. Limited partnership;

4. Limited liability partnership;

5. Limited liability limited partnership;

6. General partnership; or

7. Any other organization that has a registration responsibility with the secretary of state.
N.D. Cent. Code § 45-10.2-87 — ND Code / Title 45 / Chapter 45-10.2 / Section 45-10.2-87
45-10.2-87. Foreign limited partnership - Revocation of certificate of authority
Status: repealed

45-10.2-87. Foreign limited partnership - Revocation of certificate of authority

Repealed by S.L. 2015, ch. 86, § 24.
N.D. Cent. Code § 45-22-22 — ND Code / Title 45 / Chapter 45-22 / Section 45-22-22
45-22-22. Secretary of state - Fees and charges
Status: reserved

45-22-22. Secretary of state - Fees and charges

1. The secretary of state shall charge and collect for:

a. Filing a registration as a domestic limited liability partnership, thirty-five dollars. If

there are more than two managing partners, an additional three dollars must be

paid for each additional managing partner not to exceed two hundred fifty dollars.

b. Filing a registration as a foreign limited liability partnership, sixty dollars.

c. Filing an annual report of a domestic limited liability partnership or foreign limited

liability partnership, twenty-five dollars.

(1) The secretary of state shall charge and collect additional fees for late filing

of an annual report as follows:

(a) After the date provided in subsection 3 of section 45-22-21.1, twenty

dollars; and

(b) After the revocation of the domestic limited liability partnership

registration or the foreign limited liability partnership registration, the

reinstatement fee of fifty dollars.

(2) Fees paid to the secretary of state according to this subdivision are not

refundable if an annual report submitted to the secretary of state cannot be

filed because it lacks information required by section 45-22-21.1 or the

annual report lacks sufficient payment as required by this subdivision.

d. Filing a statement of correction or amended registration, twenty-five dollars.

e. Filing an application to reserve a name, ten dollars.

f. Filing a notice of transfer of a reserved name, ten dollars.

g. Filing a cancellation of a reserved name, ten dollars.

h. Filing a consent to use of name, ten dollars.

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

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

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

j. Filing a notice of withdrawal, ten dollars.

k. Filing a certificate of fact stating a merger of a foreign limited liability partnership

registered with the secretary of state, fifty dollars.

l. Filing any other statement of a domestic limited liability partnership, ten dollars.

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

10-01.1-03.

n. 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.

2. The secretary of state shall charge and collect for:

a. Furnishing a copy of any record or paper relating to a domestic limited liability

partnership or foreign limited liability partnership, the fee provided in section

54-09-04 for copying a record.

b. A certificate certifying a copy or reciting facts related to a domestic limited liability

partnership or foreign limited liability partnership, fifteen dollars.
N.D. Cent. Code § 45-10.2-04 — ND Code / Title 45 / Chapter 45-10.2 / Section 45-10.2-04
45-10.2-04. (1207) Savings clause
Status: in_force

45-10.2-04. (1207) Savings clause

This chapter does not affect an action commenced, proceeding brought, or right accrued

before this chapter takes effect.
N.D. Cent. Code § 45-10.2-111 — ND Code / Title 45 / Chapter 45-10.2 / Section 45-10.2-111
45-10.2-111. Secretary of state - Powers - Enforcement - Penalty - Appeal
Status: in_force

45-10.2-111. 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 partnership or foreign limited

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, then the interrogatory must be answered by that individual;

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

by a managing partner; or

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

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

by the foreign limited 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 general partner of a limited partnership or a resident partner or designated

partner of a foreign limited 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, then the secretary of state shall

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

the reasons for rejection. Within thirty days after the service of the notice of denial, the

limited partnership or the foreign limited partnership, as the case may be, 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. 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 involuntarily dissolves a limited partnership pursuant to section

45-10.2-108 or if the secretary of state revokes the certificate of authority of any

foreign limited partnership and if reinstatement as provided in section 45-10.2-108 was

denied for any reason, then the limited partnership or the foreign limited partnership,

as the case may be, may appeal to the 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 certificate of limited partnership and a copy of the notice of

dissolution given by the secretary of state; or

b. A copy of the certificate of authority of the foreign limited partnership and 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 limited partnership that has been

dissolved as provided in subsection 5 of section 45-10.2-108, or for reinstatement of

the certificate of authority of a foreign limited partnership that has been revoked as

provided in subsection 6 of section 45-10.2-108, then, together with any other actions

the court deems proper, any such order which orders the reinstatement of the limited

partnership or the reinstatement of the certificate of authority of a foreign limited

partnership shall require the limited partnership or foreign limited 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 22 of section 45-10.2-109; and

c. Pay the reinstatement fee to the secretary of state as provided in subsection 22

of section 45-10.2-109.
N.D. Cent. Code § 45-19-03 — ND Code / Title 45 / Chapter 45-19 / Section 45-19-03
45-19-03. (703) Dissociated partner's liability to other persons
Status: in_force

45-19-03. (703) Dissociated partner's liability to other persons

1. A partner's dissociation does not of itself discharge the partner's liability for a

partnership obligation incurred before dissociation. A dissociated partner is not liable

for a partnership obligation incurred after dissociation, except as otherwise provided in

subsection 2.

2. A partner who dissociates without resulting in a dissolution and winding up of the

partnership business is liable as a partner to the other party in a transaction entered

into by the partnership, or a surviving partnership under chapter 45-21, within two

years after the partner's 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.

3. By agreement with the partnership creditor and the partners continuing the business, a

dissociated partner may be released from liability for a partnership obligation.

4. A dissociated partner is released from liability for a partnership obligation if a

partnership creditor, with notice of the partner's dissociation but without the partner's

consent, agrees to a material alteration in the nature or time of payment of a

partnership obligation.
N.D. Cent. Code § 45-10.2-27 — ND Code / Title 45 / Chapter 45-10.2 / Section 45-10.2-27
45-10.2-27. (206) Delivery to and filing of records by secretary of state and effective date
Status: in_force

45-10.2-27. (206) Delivery to and filing of records by secretary of state and effective

date.

1. A record authorized or required to be delivered to the secretary of state for filing under

this chapter must be captioned to describe the purpose of the record, be in a medium

permitted by the secretary of state, and be delivered to the secretary of state. If the

secretary of state determines that a record complies with the filing requirements of this

chapter, then the secretary of state shall file the record and, except for an annual

report, return a copy of the filed record to the person that delivered it to the secretary

of state for filing. That person shall then:

a. For a statement of dissociation, send a copy of the filed statement:

(1) To the person which the statement indicates has dissociated as a general

partner; and

(2) To the limited partnership;

b. For a statement of withdrawal, send a copy of the filed statement:

(1) To the person on whose behalf the record was filed; and

(2) If the statement refers to an existing limited partnership, to the limited

partnership; and

c. For all other records, send a copy of the filed record to the person on whose

behalf the record was filed.

2. Upon request and payment of a fee provided in section 45-10.2-109, the secretary of

state shall send to the requester a certified copy of the requested record.

3. Except as otherwise provided in sections 45-10.2-18 and 45-10.2-28, a record

delivered to the secretary of state for filing under this chapter may specify a delayed

effective date within ninety days. Except as otherwise provided in this chapter, a record

filed by the secretary of state is effective:

a. If the record does not specify a delayed effective date within ninety days, then on

the date the record is filed as evidenced by the endorsement of the secretary of

state of the date on the record.

b. If the record specifies a delayed effective date within ninety days, then on the

specified date.
N.D. Cent. Code § 45-10.2-29 — ND Code / Title 45 / Chapter 45-10.2 / Section 45-10.2-29
45-10.2-29. (208) Liability for false information in filed record
Status: in_force

45-10.2-29. (208) Liability for false information in filed record

If a record delivered to the secretary of state for filing under this chapter and filed by the

secretary of state contains false information, then a person that suffers loss by reliance on the

information may recover damages for the loss from:

1. A person that signed the record, or caused another to sign it on behalf of a person,

and knew the information to be false at the time the record was signed; and

2. A general partner that has notice that the information was false when the record was

filed or has become false because of changed circumstances, if the general partner

has notice for a reasonably sufficient time before the information is relied upon to

enable the general partner to effect an amendment under section 45-10.2-24, file a

petition pursuant to section 45-10.2-26, or deliver to the secretary of state for filing a

statement of change pursuant to section 45-10.2-18 or a statement of correction

pursuant to section 45-10.2-28.
N.D. Cent. Code § 45-10.2-105 — ND Code / Title 45 / Chapter 45-10.2 / Section 45-10.2-105
45-10.2-105. (1111) Liability of general partner after conversion or merger
Status: in_force

45-10.2-105. (1111) Liability of general partner after conversion or merger

1. A conversion or merger under this chapter does not discharge any liability under

sections 45-10.2-40 and 45-10.2-61 of a person that was a general partner in or

dissociated as a general partner from a converting or constituent limited 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 limited 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 45-10.2-40 when the obligation was

incurred and has not been released from the obligation under section

45-10.2-61; 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.

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 limited partnership that was not a

limited liability limited 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 limited partnership;

(b) The converting or constituent limited partnership is not a limited

liability limited partnership; and

(c) The person is a general partner in the converting or constituent limited

partnership; and

b. A person that was dissociated as a general partner from a converting or

constituent limited 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:

(1) Immediately before the conversion or merger became effective the

converting or surviving limited partnership was not a limited liability limited

partnership; and

(2) 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:

(a) Does not have notice of the dissociation;

(b) Does not have notice of the conversion or merger; and

(c) Reasonably believes that:

[1] The converted or surviving organization or business is the

converting or constituent limited partnership;

[2] The converting or constituent limited partnership is not a limited

liability limited partnership; and

[3] The person is a general partner in the converting or constituent

limited partnership.
N.D. Cent. Code § 45-10.2-81 — ND Code / Title 45 / Chapter 45-10.2 / Section 45-10.2-81
45-10.2-81. Foreign limited partnership - Amendments to the certificate of authority
Status: in_force

45-10.2-81. Foreign limited partnership - Amendments to the certificate of authority

If any statement in the application for a certificate of authority by a foreign limited

partnership is false when made or becomes false due to changed circumstances, or if the

foreign limited partnership changes its name or purposes sought in this state, then the foreign

limited partnership shall file with the secretary of state an application for an amended certificate

of authority signed by at least one general partner correcting the statement and, in the case of a

change in the name of the foreign limited partnership, a certificate to that effect authenticated by

the proper officer of the jurisdiction under the laws of which the foreign limited partnership is

organized.

1. In the case of a dissolution, a foreign limited partnership need not file an application for

an amended certificate of authority but shall promptly file with the secretary of state a

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

laws of which the foreign limited partnership is organized.

2. A foreign limited partnership that changes its name and applies for an amended

certificate of authority and which is the owner of a service mark, trademark, or trade

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

another limited partnership or limited liability limited partnership, or is a managing

partner in a limited liability partnership that is on file with the secretary of state, shall

change the name of the foreign limited partnership in each of the foregoing

registrations that is applicable when the foreign limited partnership files an application

for an amended certificate of authority.

3. A foreign limited partnership shall report any change of address of the principal

executive office to the secretary of state and need not file an application for amended

certificate of authority.
N.D. Cent. Code § 45-10.2-53 — ND Code / Title 45 / Chapter 45-10.2 / Section 45-10.2-53
45-10.2-53. (508) Limitation on distribution
Status: in_force

45-10.2-53. (508) Limitation on distribution

1. A limited partnership may not make a distribution in violation of the partnership

agreement.

2. A limited partnership may not make a distribution if after the distribution:

a. The limited partnership would not be able to pay its debts as they become due in

the ordinary course of the activities of the limited partnership; or

b. The total assets of the limited partnership would be less than the sum of its total

liabilities plus the amount that would be needed, if the limited partnership were to

be dissolved, wound up, and terminated at the time of the distribution, to satisfy

the preferential rights upon dissolution, winding up, and termination of partners

whose preferential rights are superior to those of persons receiving the

distribution.

3. A limited partnership may base a determination that a distribution is not prohibited

under subsection 2 on financial statements prepared on the basis of accounting

practices and principles that are reasonable in the circumstances or on a fair valuation

or other method that is reasonable in the circumstances.

4. Except as otherwise provided in subsection 7, the effect of a distribution under

subsection 2 is measured:

a. In the case of distribution by purchase, redemption, or other acquisition of a

transferable interest in the limited partnership, as of the date money or other

property is transferred or debt incurred by the limited partnership; and

b. In all other cases, as of the date:

(1) The distribution is authorized, if the payment occurs within one hundred

twenty days after that date; or

(2) The payment is made, if payment occurs more than one hundred twenty

days after the distribution is authorized.

5. Indebtedness of a limited partnership to a partner incurred by reason of a distribution

made in accordance with this section is at parity with the indebtedness of the limited

partnership to its general, unsecured creditors.

6. Indebtedness of a limited partnership, including indebtedness issued in connection

with or as part of a distribution, is not considered a liability for purposes of

subsection 2 if the terms of the indebtedness provide that payment of principal and

interest are made only to the extent that a distribution could then be made to partners

under this section.

7. If indebtedness is issued as a distribution, each payment of principal or interest on the

indebtedness is treated as a distribution, the effect of which is measured on the date

the payment is made.
N.D. Cent. Code § 45-20-04 — ND Code / Title 45 / Chapter 45-20 / Section 45-20-04
45-20-04. (804) Partner's power to bind partnership after dissolution
Status: in_force

45-20-04. (804) Partner's power to bind partnership after dissolution

Subject to section 45-20-05, a partnership is bound by a partner's act after dissolution

which:

1. Is appropriate for winding up the partnership business; or

2. Would have bound the partnership under section 45-15-01 before dissolution, if the

other party to the transaction did not have notice of the dissolution.
N.D. Cent. Code § 45-15-05 — ND Code / Title 45 / Chapter 45-15 / Section 45-15-05
45-15-05. (305) Partnership liable for partner's actionable conduct
Status: in_force

45-15-05. (305) Partnership liable for partner's actionable conduct

1. A partnership is liable for loss or injury caused to a person, or for a penalty incurred, as

a result of a wrongful act or omission, or other actionable conduct, of a partner acting

in the ordinary course of business of the partnership or with authority of the

partnership.

2. If, in the course of the partnership's business or while acting with authority of the

partnership, a partner receives or causes the partnership to receive money or property

of a person not a partner, and the money or property is misapplied by a partner, the

partnership is liable for the loss.
N.D. Cent. Code § 45-10.2-82 — ND Code / Title 45 / Chapter 45-10.2 / Section 45-10.2-82
45-10.2-82. Foreign limited partnership - Registered agent - Registered office
Status: in_force

45-10.2-82. Foreign limited partnership - Registered agent - Registered office

A foreign limited partnership authorized to transact business in this state shall continuously

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

agent, the address of that noncommercial registered agent in this state.
N.D. Cent. Code § 45-10.2-14 — ND Code / Title 45 / Chapter 45-10.2 / Section 45-10.2-14
45-10.2-14. (112) Business transactions of partner with partnership
Status: in_force

45-10.2-14. (112) Business transactions of partner with partnership

A partner may lend money to and transact other business with the limited partnership and

has the same rights and obligations with respect to the loan or other transaction as a person

that is not a partner.
N.D. Cent. Code § 45-10.2-78 — ND Code / Title 45 / Chapter 45-10.2 / Section 45-10.2-78
45-10.2-78. Foreign limited partnership - Admission of foreign limited partnership - Transacting business - Obtaining licenses and permits
Status: in_force

45-10.2-78. Foreign limited partnership - Admission of foreign limited partnership -

Transacting business - Obtaining licenses and permits.

A foreign limited partnership may not:

1. Transact business in this state or obtain any license or permit required by this state

until the foreign limited partnership obtains a certificate of authority from the secretary

of state.

2. Transact in this state any business that is prohibited to a limited partnership organized

under this chapter.

3. Be denied a certificate of authority because the laws of the jurisdiction of origin of the

foreign limited partnership differ from the laws of this state.
N.D. Cent. Code § 45-20-02 — ND Code / Title 45 / Chapter 45-20 / Section 45-20-02
45-20-02. (802) Partnership continues after dissolution
Status: in_force

45-20-02. (802) Partnership continues after dissolution

1. Subject to subsection 2, a partnership continues after dissolution only for the purpose

of winding up its business. The partnership is terminated when the winding up of its

business is completed.

2. At any time after the dissolution of a partnership and before the winding up of its

business is completed, all of the partners, including any dissociating partner other than

a wrongfully dissociating partner, may waive the right to have the partnership's

business wound up and the partnership terminated. In that event:

a. The partnership resumes carrying on its business as if dissolution had never

occurred, and any liability incurred by the partnership or a partner after the

dissolution and before the waiver is determined as if dissolution had never

occurred; and

b. The rights of a third party accruing under subsection 1 of section 45-20-04 or

arising out of conduct in reliance on the dissolution before the third party knew or

received a notification of the waiver may not be adversely affected.
N.D. Cent. Code § 45-13-05 — ND Code / Title 45 / Chapter 45-13 / Section 45-13-05
45-13-05. (105) Execution, filing, and recording of statements
Status: reserved

45-13-05. (105) Execution, filing, and recording of statements

1. A statement may be filed in the office of the secretary of state. A certified copy of a

statement that is filed in an office in another state may be filed in the office of the

secretary of state. Either filing has the effect provided in chapters 45-13 through 45-21

with respect to partnership property located in or transactions that occur in this state.

2. A certified copy of a statement that has been filed in the office of the secretary of state

and recorded in the office for recording transfers of real property has the effect

provided for recorded statements in chapters 45-13 through 45-21. A recorded

statement that is not a certified copy of a statement filed in the office of the secretary

of state does not have the effect provided for recorded statements in chapters 45-13

through 45-21.

3. A statement filed by a partnership must be executed by at least two partners. Other

statements must be executed by a partner or other person authorized by chapters

45-13 through 45-21. An individual who executes a statement as, or on behalf of, a

partner or other person named as a partner in a statement shall personally declare

under penalty of perjury that the contents of the statement are accurate.

4. A person authorized by chapters 45-13 through 45-21 to file a statement may amend

or cancel the statement by filing an amendment or cancellation that names the

partnership, identifies the statement, and states the substance of the amendment or

cancellation.

5. A person who files a statement pursuant to this section shall promptly send a copy of

the statement to every nonfiling partner and to any other person named as a partner in

the statement. Failure to send a copy of a statement to a partner or other person does

not limit the effectiveness of the statement as to a person not a partner.

6. Any statement filed under this section must be renewed every five years from the date

of the initial filing. A statement of renewal must be executed by the partnership in the

same manner as previously executed. If the secretary of state finds that the statement

of renewal conforms to the requirements of this section, and the proper filing fee has

been paid, the secretary of state shall file the statement of renewal. If the secretary of

state finds that the statement of renewal does not so conform, the secretary of state

shall return the statement of renewal to the partnership for any necessary corrections.

If the statement of renewal is not returned corrected within thirty days after the

statement of renewal was returned for correction, the statement is subject to

cancellation. If any partnership fails to file the statement of renewal, the secretary of

state shall cancel the initial statement and shall mail notice of the cancellation to the

last address of the principal executive office as recorded in the office of the secretary

of state.

7. A partnership shall notify the secretary of state in writing upon a change in address of

the partnership's principal executive office. A statement of renewal filed by the

secretary of state which reflects a change of address of the principal executive office of

the partnership may serve as a notice under this subsection.

8. a. The secretary of state shall charge and collect a fee for:

(1) Filing a statement under this section, one hundred dollars.

(2) Filing an amendment under this section, forty dollars.

(3) Filing a cancellation under this section, twenty-five dollars.

(4) Filing a renewal under this section, forty dollars.

(5) Filing a request to reserve a partnership name, ten dollars.

(6) Filing a notice of transfer of a reserved partnership name, ten dollars.

(7) Filing a cancellation of reserved partnership name, ten dollars.

(8) Filing a statement of conversion or abandonment of conversion, 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.

(9) Filing a statement of merger, fifty dollars.

(10) Any record submitted for approval before the actual time of submission for

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

b. The officer responsible for recording transfers of real property may collect a fee

for recording a statement.
N.D. Cent. Code § 45-10.2-108.1 — ND Code / Title 45 / Chapter 45-10.2 / Section 45-10.2-108.1
45-10.2-108.1. Secretary of state - Involuntary dissolution - Revocation of certificate of authority
Status: in_force

45-10.2-108.1. Secretary of state - Involuntary dissolution - Revocation of certificate

of authority.

1. With respect to involuntary dissolution of a limited partnership by the secretary of

state:

a. A limited partnership may be involuntarily dissolved by the secretary of state if:

(1) The limited partnership has failed to appoint and maintain a registered agent

and registered office as provided in section 45-10.2-17; or

(2) A misrepresentation has been made of any material matter in any

application, report, affidavit, or other record submitted by the limited

partnership under this chapter.

b. A limited partnership may not be dissolved by the secretary of state as provided

for in this section unless:

(1) The secretary of state has given the limited partnership not less than sixty

days' notice by mail addressed to its registered agent at the registered office

in this state or, if the limited partnership does not maintain a registered

agent in this state, the notice must be mailed to its principal office; and

(2) During the sixty-day period, the limited partnership has failed to:

(a) File the report of change as provided in chapter 10-01.1 regarding the

registered office or the registered agent;

(b) File any other required record; or

(c) Correct the misrepresentation.

c. Upon expiration of sixty days after the mailing of the notice, the existence of the

limited partnership ceases. The secretary of state shall issue a notice of

dissolution and shall mail the notice addressed to its registered agent at the

registered office in this state or, if the limited partnership does not maintain a

registered agent in this state, the notice must be mailed to its principal office.

2. With respect to the revocation of a certificate of authority of a foreign limited

partnership by the secretary of state:

a. The certificate of authority of a foreign limited partnership to transact business in

this state may be revoked by the secretary of state if:

(1) The foreign limited partnership has failed to:

(a) Appoint and maintain a registered agent and registered office as

provided in section 45-10.2-82;

(b) Maintain the registration of a general partner as required in section

45-10.2-16;

(c) File a report upon any change in the address of its principal executive

office;

(d) File with the secretary of state any amendment to its application for a

certificate of authority as provided in section 45-10.2-81;

(e) File with the secretary of state any merger as provided in section

45-10.2-83; or

(f) File with the secretary of state an application for cancellation of its

authority as provided in section 45-10.2-85 when the foreign limited

partnership's existence has expired or the foreign limited partnership

has been dissolved in the jurisdiction of the foreign limited partnership;

or

(2) A misrepresentation has been made of any material matter in any

application, report, affidavit, or other record submitted by the foreign limited

partnership under this chapter.

b. A certificate of authority may not be revoked by the secretary of state as provided

for in this section unless:

(1) The secretary of state has given the foreign limited partnership not less than

sixty days' notice by mail addressed to its registered agent at the registered

office in this state or, if the limited partnership failed to maintain a registered

agent in this state, the notice must be mailed to its principal office; and

(2) During the sixty-day period, the foreign limited partnership has failed to:

(a) File the report of change as provided in chapter 10-01.1 regarding the

registered office or the registered agent;

(b) Maintain the registration of a general partner as required in section

45-10.2-16;

(c) File a report upon any change in the address of its principal executive

office;

(d) File any amendment;

(e) File any merger;

(f) File an application for cancellation;

(g) File any other required record; or

(h) Correct the misrepresentation.

c. Upon expiration of sixty days after the mailing of the notice, the authority of the

foreign limited partnership to transact business in this state ceases. The secretary

of state shall issue a notice of revocation and shall mail the notice to the

registered agent at the registered office in this state or, if the foreign limited

partnership failed to maintain a registered agent in this state, the notice must be

mailed to its principal office.

3. If the limited partnership or foreign limited partnership files a report of change relating

to the registered agent or any other required record or correction of a

misrepresentation after the notice with the fee provided for in section 45-10.2-109, the

secretary of state shall restore the certificate of authority to good standing. Until

restored to good standing, the secretary of state may not accept for filing any

document respecting the limited partnership or foreign limited partnership except those

incident to its dissolution or cancellation.
N.D. Cent. Code § 45-10.2-79 — ND Code / Title 45 / Chapter 45-10.2 / Section 45-10.2-79
45-10.2-79. (902) Foreign limited partnership - Application for certificate of authority
Status: in_force

45-10.2-79. (902) Foreign limited partnership - Application for certificate of authority

1. A foreign limited partnership may apply for a certificate of authority to transact

business or conduct activities in this state by delivering an application to the secretary

of state for filing. The application must state:

a. The name of the foreign limited partnership and, if the name does not comply with

section 45-10.2-10, then an alternate name adopted pursuant to subsection 1 of

section 45-10.2-77;

b. The name of the state or other jurisdiction under whose law the foreign limited

partnership is organized;

c. The general character of the business the foreign limited partnership proposes to

transact in this state;

d. The street and mailing address of the principal executive office of the foreign

limited partnership;

e. The name of the registered agent as provided in chapter 10-01.1 and, if a

noncommercial registered agent, the address of that noncommercial registered

agent in this state;

f. The name, street address, and mailing address of each general partner of the

foreign limited partnership; and

g. Whether the foreign limited partnership is a foreign limited liability limited

partnership.

2. With the completed application, the foreign limited partnership shall deliver a certificate

of existence or a record of similar import signed by the secretary of state or other

official having custody of the publicly filed records of the foreign limited partnership in

the state or other jurisdiction under whose law the foreign limited partnership is

organized.
N.D. Cent. Code § 45-23-07 — ND Code / Title 45 / Chapter 45-23 / Section 45-23-07
45-23-07. Foreign limited liability limited partnership
Status: in_force

45-23-07. Foreign limited liability limited partnership

With respect to a foreign limited liability limited partnership, in any case not provided for in

this chapter, chapter 45-10.2 and section 45-23-02 shall govern.
N.D. Cent. Code § 45-10.2-73 — ND Code / Title 45 / Chapter 45-10.2 / Section 45-10.2-73
45-10.2-73. (807) Other claims against dissolved limited partnerships
Status: in_force

45-10.2-73. (807) Other claims against dissolved limited partnerships

1. A dissolved limited partnership may publish notice of its dissolution and request

persons having claims against the limited partnership to present them in accordance

with the notice.

2. The notice must:

a. Be published at least once in a newspaper of general circulation in the county in

which the principal executive office of the dissolved limited partnership is located

or, if it has none in this state, in the county in which the principal executive office

of the limited partnership is or was last located;

b. Describe the information required to be contained in a claim and provide a

mailing address to which the claim is to be sent;

c. State that a claim against the limited partnership is barred unless an action to

enforce the claim is commenced within five years after publication of the notice;

and

d. Unless the limited partnership has been at each moment during its existence a

limited liability limited partnership under chapter 45-23, state that the barring of a

claim against the limited partnership will also bar any corresponding claim against

any general partner or person dissociated as a general partner which is based on

section 45-10.2-40.

3. If a dissolved limited partnership publishes a notice in accordance with subsection 2,

then the claim of each of the following claimants is barred unless the claimant

commences an action to enforce the claim against the dissolved limited partnership

within five years after the publication date of the notice:

a. A claimant that did not receive notice in a record under section 45-10.2-72;

b. A claimant whose claim was timely sent to the dissolved limited partnership but

not acted on; and

c. A claimant whose claim is contingent or based on an event occurring after the

effective date of dissolution.

4. A claim not barred under this section may be enforced:

a. Against the dissolved limited partnership, to the extent of its undistributed assets;

b. If the assets have been distributed in liquidation, then against a partner or

transferee to the extent of the proportionate share of the claim of that person or

the assets of the limited partnership distributed to the partner or transferee in

liquidation, whichever is less, but the total liability of a person for all claims under

this subdivision does not exceed the total amount of assets distributed to the

person as part of the winding up of the dissolved limited partnership; or

c. Against any person liable on the claim under section 45-10.2-40.
N.D. Cent. Code § 45-10.2-48 — ND Code / Title 45 / Chapter 45-10.2 / Section 45-10.2-48
45-10.2-48. (503) Sharing of distributions
Status: in_force

45-10.2-48. (503) Sharing of distributions

A distribution by a limited partnership must be shared among the partners on the basis of

the value, as stated in the required information when the limited partnership decides to make

the distribution, of the contributions the limited partnership has received from each partner.
N.D. Cent. Code § 45-10.2-51 — ND Code / Title 45 / Chapter 45-10.2 / Section 45-10.2-51
45-10.2-51. (506) Distribution in kind
Status: in_force

45-10.2-51. (506) Distribution in kind

A partner does not have a right to demand or receive any distribution from a limited

partnership in any form other than cash. Subject to subsection 2 of section 45-10.2-75, a limited

partnership may distribute an asset in kind to the extent each partner receives a percentage of

the asset equal to the share of distributions of the partner.
N.D. Cent. Code § 45-10.2-06 — ND Code / Title 45 / Chapter 45-10.2 / Section 45-10.2-06
45-10.2-06. (103) Knowledge and notice
Status: in_force

45-10.2-06. (103) Knowledge and notice

1. A person knows or has knowledge of a fact if the person has actual knowledge of it. A

person does not know or have knowledge of a fact merely because the person has

reason to know or have knowledge of the fact.

2. A person has notice of a fact if the person:

a. Knows of the fact;

b. Has received notice of the fact as provided in subsection 27 of section

45-10.2-02;

c. Has reason to know the fact exists from all of the facts known to the person at the

time in question; or

d. Has notice of it under subsection 3 or 4.

3. A certificate of limited partnership on file in the office of the secretary of state is notice

that the partnership is a limited partnership and the persons designated in the

certificate as general partners are general partners. Except as otherwise provided in

subsections 4 and 9, the certificate is not notice of any other fact.

4. Subject to subsection 9, a person has notice of:

a. The dissociation of another person as a general partner ninety days after the

effective date of a filed amendment to the certificate of limited partnership which

states that the other person has dissociated or ninety days after the effective date

of a filed statement of dissociation pertaining to the other person, whichever

occurs first;

b. The dissolution of a limited partnership ninety days after the effective date of a

filed amendment to the certificate of limited partnership stating that the limited

partnership is dissolved;

c. The termination of a limited partnership ninety days after the effective date of a

filed statement of termination;

d. The conversion of a limited partnership under sections 45-10.2-94 through

45-10.2-99 ninety days after the effective date of the filed articles of conversion;

or

e. A merger under sections 45-10.2-100 through 45-10.2-103 ninety days after the

effective date of the filed articles of merger.

5. A person notifies or gives a notification to another person by taking the steps provided

in subsection 27 of section 45-10.2-02, whether or not the other person learns of it.

6. A person receives a notification as provided in subsection 27 of section 45-10.2-02.

7. Except as otherwise provided in subsection 8 and except as otherwise provided in

subsection 27 of section 45-10.2-02, a person other than an individual knows, has

notice, or receives a notification of a fact for purposes of a particular transaction when

the individual conducting the transaction for the person knows, has notice, or receives

a notification of the fact, or in any event when the fact would have been brought to the

attention of the individual if the person had exercised reasonable diligence.

a. A person other than an individual exercises reasonable diligence if it maintains

reasonable routines for communicating significant information to the individual

conducting the transaction for the person and there is reasonable compliance

with the routines.

b. Reasonable diligence does not require an individual acting for the person to

communicate information unless the communication is part of the regular duties

of the individual or the individual has reason to know of the transaction and that

the transaction would be materially affected by the information.

8. Knowledge, notice, or receipt of a notification of a fact relating to the limited

partnership by a general partner is effective immediately as knowledge of, notice to, or

receipt of a notification by the limited partnership, except in the case of a fraud on the

limited partnership committed by or with the consent of the general partner.

Knowledge, notice, or receipt of a notification of a fact relating to the limited

partnership by a limited partner is not effective as knowledge by, notice to, or receipt of

a notification by the limited partnership.

9. Notice otherwise effective under subsection 4 does not affect the power of a person to

transfer real property held in the name of a limited partnership unless at the time of

transfer a certified copy of the relevant statement, amendment, or articles, as filed with

the secretary of state, has been recorded in the office of the county recorder in the

county in which the real property affected by the statement, amendment, or articles is

located.

10. With respect to notice given by a form of electronic communication:

a. Consent by a partner to notice given by electronic communication may be given

in writing or by authenticated electronic communication. The partnership is

entitled to rely on any consent so given until revoked by the partner. However, no

revocation affects the validity of any notice given before receipt by the partnership

of revocation of the consent.

b. An affidavit of a general partner or an authorized agent of the limited partnership,

that the notice has been given by a form of electronic communication is, in the

absence of fraud, prima facie evidence of the facts stated in the affidavit.
N.D. Cent. Code § 45-10.2-104 — ND Code / Title 45 / Chapter 45-10.2 / Section 45-10.2-104
45-10.2-104. (1110) Restrictions on approval of conversions and mergers and on relinquishing limited liability limited partnership status
Status: in_force

45-10.2-104. (1110) Restrictions on approval of conversions and mergers and on

relinquishing limited liability limited partnership status.

1. If a partner of a converting or constituent limited partnership will have personal liability

with respect to a converted or surviving organization, then approval and amendment of

a plan of conversion or merger are ineffective without the consent of the partner,

unless:

a. The partnership agreement of the limited partnership provides for the approval of

the conversion or merger with the consent of fewer than all the partners; and

b. The partner has consented to the provision of the partnership agreement.

2. An amendment to a certificate of limited partnership which converts the limited

partnership to a limited liability limited partnership is ineffective without the consent of

each general partner unless:

a. The partnership agreement of the limited partnership provides for the conversion

with the consent of less than all the 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.

3. A partner does not give the consent required by subsection 1 or 2 merely by

consenting to a provision of the partnership agreement which permits the partnership

agreement to be amended with the consent of fewer than all the partners.
N.D. Cent. Code § 45-11-05.1 — ND Code / Title 45 / Chapter 45-11 / Section 45-11-05.1
45-11-05.1. Change of name or address of member
Status: in_force

45-11-05.1. Change of name or address of member

1. Any member named on a fictitious name certificate that effects a name change must

record that name change with the secretary of state. The secretary of state must

record the name change upon the payment of twenty-five dollars and filing of the

following:

a. A notarized statement reciting the name change if the member is an individual.

b. A certificate of fact reciting the name change duly authenticated by the proper

officer of the state or country if the member is a corporation or limited partnership

incorporated or organized in another state or country which does not have a

certificate of authority to transact business in North Dakota.

c. An amendment or application for amended certificate of authority for a member

that is a corporation, a limited liability company, a limited partnership, a limited

liability partnership, or a limited liability limited partnership registered with the

secretary of state.

2. A registrant shall notify the secretary of state in writing without a filing fee when

effecting a change of address. An annual report from a corporation, a limited liability

company, a limited partnership, a limited liability partnership, or a limited liability limited

partnership filed by the secretary of state which reflects a change of address of the

principal place of business of the member may serve as such notice.
N.D. Cent. Code § 45-10.2-39 — ND Code / Title 45 / Chapter 45-10.2 / Section 45-10.2-39
45-10.2-39. (403) Limited partnership liable for actionable conduct of general partner
Status: in_force

45-10.2-39. (403) Limited partnership liable for actionable conduct of general partner

1. A limited partnership is liable for loss or injury caused to a person, or for a penalty

incurred, as a result of a wrongful act or omission, or other actionable conduct, of a

general partner acting in the ordinary course of activities of the limited partnership or

with authority of the limited partnership.

2. If, in the course of the activities of the limited partnership or while acting with authority

of the limited partnership, a general partner receives or causes the limited partnership

to receive money or property of a person not a partner, and the money or property is

misapplied by a general partner, then the limited partnership is liable for the loss.
N.D. Cent. Code § 45-21-02 — ND Code / Title 45 / Chapter 45-21 / Section 45-21-02
45-21-02. (902) Conversion
Status: in_force

45-21-02. (902) Conversion

Other organizations may not convert to a partnership. However, a partnership may convert

to another organization pursuant to sections 45-21-01 through 45-21-07.1 and a plan of

conversion, if:

1. The governing statute of the other organization authorizes the conversion;

2. The conversion is not prohibited by the law of the jurisdiction that enacted the

governing statute; and

3. The other organization complies with its governing statute in effecting the conversion.
N.D. Cent. Code § 45-21-02.1 — ND Code / Title 45 / Chapter 45-21 / Section 45-21-02.1
45-21-02.1. Plan of conversion
Status: in_force

45-21-02.1. Plan of conversion

A plan of conversion must be in a record and must include:

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 § 45-10.2-35 — ND Code / Title 45 / Chapter 45-10.2 / Section 45-10.2-35
45-10.2-35. (305) Limited duties of limited partners
Status: in_force

45-10.2-35. (305) Limited duties of limited partners

1. A limited partner does not have any fiduciary duty to the limited partnership or to any

other partner solely by reason of being a limited partner.

2. A limited partner shall discharge the duties to the partnership and the other partners

under this chapter or under the partnership agreement and exercise any rights

consistently with the obligation of good faith and fair dealing.

3. A limited partner does not violate a duty or obligation under this chapter or under the

partnership agreement merely because the conduct of the limited partner furthers the

interest of that limited partner.
N.D. Cent. Code § 45-11-10 — ND Code / Title 45 / Chapter 45-11 / Section 45-11-10
45-11-10. Secretary of state - Exempt records
Status: in_force

45-11-10. Secretary of state - Exempt records

Any social security number or federal tax identification number disclosed or contained in

any document filed with the secretary of state under this chapter is an exempt record as defined

by subsection 5 of section 44-04-17.1. The secretary of state shall take reasonable precautions

to delete or obscure any social security number or federal tax identification number the

secretary of state determines to be a closed record before a copy of any document is released

to the public.
N.D. Cent. Code § 45-22-21 — ND Code / Title 45 / Chapter 45-22 / Section 45-22-21
45-22-21. Foreign limited liability partnership - Transactions by a foreign limited liability partnership not constituting the transaction of business
Status: in_force

45-22-21. Foreign limited liability partnership - Transactions by a foreign limited

liability partnership not constituting the transaction of business.

1. The following activities of a foreign limited liability partnership, among others, do not

constitute transacting business within the meaning of this chapter:

a. Maintaining, defending, or settling any proceeding.

b. Holding meetings of partners or carrying on any other activities concerning

internal affairs.

c. Maintaining bank accounts.

d. Maintaining offices or agencies for the transfer, exchange, and registration of the

foreign limited liability partnership's own partnership interests or maintaining

trustees or depositories with respect to those partnership interests.

e. Selling through independent contractors.

f. Soliciting or obtaining orders, whether by mail or through employees or agents or

otherwise, if the orders require acceptance outside this state before the orders

become contracts.

g. Creating or acquiring indebtedness, with or without a mortgage, or other security

interests in real or personal property.

h. Collecting debts, including foreclosing mortgages and canceling contracts for

deed; enforcing other security interests on property; securing debts; accepting

deeds or other instruments of title from debtors in lieu of foreclosure; canceling or

other enforcement; and holding, protecting, and maintaining property acquired

under this subdivision.

i. Selling or transferring title to property in this state to any person.

j. Conducting an isolated transaction that is completed within thirty days and that is

not one in the course of repeated transactions of a like manner.

k. Transacting business in interstate commerce.

2. As used in this section, the term "transacting business" has no effect on personal

jurisdiction under the North Dakota Rules of Civil Procedure.

3. For purposes of this section, any foreign limited liability partnership that owns

income-producing real or tangible personal property in this state, other than property

exempted under subsection 1, is considered transacting business in this state.

4. This section does not apply in determining the contracts or activities that may subject a

foreign limited liability partnership to service of process or taxation in this state or to

regulation under any other law of this state.
N.D. Cent. Code § 45-11-08.2 — ND Code / Title 45 / Chapter 45-11 / Section 45-11-08.2
45-11-08.2. Cancellation
Status: in_force

45-11-08.2. Cancellation

The secretary of state shall cancel:

1. Any fictitious name filed before August 1, 1997, by a limited liability partnership upon

written request for cancellation, from one or more partners, without a filing fee.

2. Any other fictitious name upon request for cancellation on forms prescribed by the

secretary of state, from one or more partners, with the filing fee of ten dollars.

3. Any fictitious name when the registrant is a limited partnership, a limited liability

partnership, or limited liability limited partnership that has ceased to exist for

six months.
N.D. Cent. Code § 45-10.2-46 — ND Code / Title 45 / Chapter 45-10.2 / Section 45-10.2-46
45-10.2-46. (501) Form of contribution
Status: in_force

45-10.2-46. (501) Form of contribution

A contribution of a partner may consist of tangible or intangible property or other benefit to

the limited partnership, including money, services performed, promissory notes, other

agreements to contribute cash or property, and contracts for services to be performed.
N.D. Cent. Code § 45-11-02 — ND Code / Title 45 / Chapter 45-11 / Section 45-11-02
45-11-02. How certificate executed - Content
Status: in_force

45-11-02. How certificate executed - Content

A certificate filed with the secretary of state as provided in section 45-11-01 must be signed

by one or more of the general partners. The certificate must state the fictitious name, a brief

description of the nature of business in which the partnership is engaged in this state, the

names in full and principal addresses of all the general partners, and the address of the

principal place of business.
N.D. Cent. Code § 45-10.2-76 — ND Code / Title 45 / Chapter 45-10.2 / Section 45-10.2-76
45-10.2-76. (901) Foreign limited partnership - Governing law
Status: in_force

45-10.2-76. (901) Foreign limited partnership - Governing law

1. The laws of the state or other jurisdiction under which a foreign limited partnership is

organized govern relations among the partners of the foreign limited partnership and

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

partners for an obligation of the foreign limited partnership.

2. A foreign limited partnership may not be denied a certificate of authority by reason of

any difference between the laws of the jurisdiction under which the foreign limited

partnership is organized and the laws of this state.

3. A certificate of authority does not authorize a foreign limited partnership to engage in

any business or exercise any power that a limited partnership may not engage in or

exercise in this state.
N.D. Cent. Code § 45-22-23.1 — ND Code / Title 45 / Chapter 45-22 / Section 45-22-23.1
45-22-23.1. Delivery to and filing of records by secretary of state and effective date
Status: in_force

45-22-23.1. Delivery to and filing of records by secretary of state and effective date

1. A record authorized or required to be delivered to the secretary of state for filing under

this chapter must be captioned to describe the purpose of the record, be in a medium

permitted by the secretary of state, and be delivered to the secretary of state. If the

secretary of state determines that a record complies with the filing requirements of this

chapter, then the secretary of state shall file the record and return a copy of the filed

record to the person that delivered it to the secretary of state for filing. That person

shall then:

a. For a statement of dissociation, send a copy of the filed statement:

(1) To the person which the statement indicates has dissociated as a partner;

and

(2) To the limited liability partnership; and

b. For all other records, send a copy of the filed record to the person on whose

behalf the record was filed.

2. Upon request and payment of a fee provided in section 45-22-22, the secretary of

state shall send to the requester a certified copy of the requested record.

3. Except as otherwise specifically provided in this chapter, a record delivered to the

secretary of state for filing under this chapter may specify a delayed effective date

within ninety days. Except as otherwise provided in this chapter, a record filed by the

secretary of state is effective:

a. If the record does not specify a delayed effective date within ninety days, then on

the date the record is filed as evidenced by the endorsement of the secretary of

state of the date on the record.

b. If the record specifies a delayed effective date within ninety days, then on the

specified date.
N.D. Cent. Code § 45-15-02 — ND Code / Title 45 / Chapter 45-15 / Section 45-15-02
45-15-02. (302) Transfer of partnership property
Status: in_force

45-15-02. (302) Transfer of partnership property

1. Partnership property may be transferred as follows:

a. Subject to the effect of a statement of partnership authority under section

45-15-03, partnership property held in the name of the partnership may be

transferred by an instrument of transfer executed by a partner in the partnership

name.

b. Partnership property held in the name of one or more partners with an indication

in the instrument transferring the property to them of their capacity as partners or

of the existence of a partnership, but without an indication of the name of the

partnership, may be transferred by an instrument of transfer executed by the

persons in whose name the property is held.

c. Partnership property held in the name of one or more persons other than the

partnership, without an indication in the instrument transferring the property to

them of their capacity as partners or of the existence of a partnership, may be

transferred by an instrument of transfer executed by the persons in whose name

the property is held.

2. A partnership may recover partnership property from a transferee only if it proves that

execution of the instrument of initial transfer did not bind the partnership under section

45-15-01 and:

a. As to a subsequent transferee who gave value for property transferred under

subdivision a or b of subsection 1, proves that the subsequent transferee knew or

had received a notification that the person who executed the instrument of initial

transfer lacked authority to bind the partnership; or

b. As to a transferee who gave value for property transferred under subdivision c of

subsection 1, proves that the transferee knew or had received a notification that

the property was partnership property and that the person who executed the

instrument of initial transfer lacked authority to bind the partnership.

3. A partnership may not recover partnership property from a subsequent transferee if the

partnership would not have been entitled to recover the property, under subsection 2,

from any earlier transferee of the property.

4. If a person holds all of the partners' interests in the partnership, all of the partnership

property vests in that person. The person may execute a document in the name of the

partnership to evidence vesting of the property in that person and may file or record

the document.
N.D. Cent. Code § 45-16-02 — ND Code / Title 45 / Chapter 45-16 / Section 45-16-02
45-16-02. (402) Distributions in kind
Status: in_force

45-16-02. (402) Distributions in kind

A partner has no right to receive, and may not be required to accept, a distribution in kind.
N.D. Cent. Code § 45-18-01 — ND Code / Title 45 / Chapter 45-18 / Section 45-18-01
45-18-01. (601) Events causing partner's dissociation
Status: in_force

45-18-01. (601) Events causing partner's dissociation

A partner is dissociated from a partnership upon the occurrence of any of the following

events:

1. The partnership's having notice of the partner's express will to withdraw as a partner or

on a later date specified by the partner.

2. An event agreed to in the partnership agreement as causing the partner's dissociation.

3. The partner's expulsion pursuant to the partnership agreement.

4. The partner's expulsion by the unanimous vote of the other partners if:

a. It is unlawful to carry on the partnership business with that partner;

b. There has been a transfer of all or substantially all of that partner's transferable

interest in the partnership, other than a transfer for security purposes, or a court

order charging the partner's interest, which has not been foreclosed;

c. Within ninety days after the partnership notifies a corporate partner that it will be

expelled because it has filed a certificate of dissolution or the equivalent, its

charter has been revoked, or its right to conduct business has been suspended

by the jurisdiction of its incorporation, there is no revocation of the certificate of

dissolution or no reinstatement of its charter or its right to conduct business; or

d. A partnership that is a partner has been dissolved and its business is being

wound up.

5. On application by the partnership or another partner, the partner's expulsion by judicial

determination because:

a. The partner engaged in wrongful conduct that adversely and materially affected

the partnership business;

b. The partner willfully or persistently committed a material breach of the partnership

agreement or of a duty owed to the partnership or the other partners under

section 45-16-04; or

c. The partner engaged in conduct relating to the partnership business which makes

it not reasonably practicable to carry on the business in partnership with the

partner.

6. The partner's:

a. Becoming a debtor in bankruptcy;

b. Executing an assignment for the benefit of creditors;

c. Seeking, consenting to, or acquiescing in the appointment of a trustee, receiver,

or liquidator of that partner or of all or substantially all of that partner's property; or

d. Failing, within ninety days after the appointment, to have vacated or stayed the

appointment of a trustee, receiver, or liquidator of the partner or of all or

substantially all of the partner's property obtained without the partner's consent or

acquiescence, or failing within ninety days after the expiration of a stay to have

the appointment vacated.

7. In the case of a partner who is an individual:

a. The partner's death;

b. The appointment of a guardian or general conservator for the partner; or

c. A judicial determination that the partner has otherwise become incapable of

performing the partner's duties under the partnership agreement.

8. In the case of a partner that is a trust or is acting as a partner by virtue of being a

trustee of a trust, distribution of the trust's entire transferable interest in the

partnership, but not merely by reason of the substitution of a successor trustee.

9. In the case of a partner that is an estate or is acting as a partner by virtue of being a

personal representative of an estate, distribution of the estate's entire transferable

interest in the partnership, but not merely by reason of the substitution of a successor

personal representative.

10. Termination of a partner who is not an individual, partnership, corporation, trust, or

estate.
N.D. Cent. Code § 45-10.2-25 — ND Code / Title 45 / Chapter 45-10.2 / Section 45-10.2-25
45-10.2-25. (204) Signing of records
Status: in_force

45-10.2-25. (204) Signing of records

1. Each record delivered to the secretary of state for filing pursuant to this chapter must

be signed in the following manner:

a. An initial certificate of limited partnership must be signed by all general partners

listed in the certificate.

b. An amendment to the certificate of limited partnership converting the limited

partnership to a limited liability limited partnership must be signed by all general

partners listed in the certificate.

c. An amendment to the certificate of limited partnership designating as general

partner a person admitted under subdivision b of subsection 3 of section

45-10.2-66 following the dissociation of a last general partner of a limited

partnership must be signed by that person.

d. An amendment to the certificate of limited partnership required by subsection 3 of

section 45-10.2-68 following the appointment of a person to wind up the activities

of the dissolved limited partnership must be signed by that person.

e. Any other amendment to the certificate of limited partnership must be signed by:

(1) At least one general partner listed in the certificate;

(2) Each other person designated in the amendment as a new general partner;

and

(3) Each person that the amendment indicates has dissociated as a general

partner, unless:

(a) The person is deceased or a guardian or general conservator has

been appointed for the person and the amendment so states;

(b) The dissociated person has not been requested by the limited

partnership to sign an amendment and the amendment so states; or

(c) The person has previously delivered to the secretary of state for filing

a statement of dissociation.

f. A restated certificate of limited partnership must be signed by at least one general

partner listed in the certificate, and, to the extent the restated certificate effects a

change under any other subdivision of this subsection, the certificate must be

signed in a manner that satisfies that subdivision.

g. A statement of termination must be signed by a majority in interest of the general

partners listed in the certificate of limited partnership or, if the certificate of a

dissolved limited partnership lists no general partners, then by the person

appointed pursuant to subsection 3 or 4 of section 45-10.2-68 to wind up the

activities of the dissolved limited partnership.

h. Articles of conversion must be signed by all of the general partners listed in the

certificate of limited partnership.

i. Articles of merger must be signed as provided in subsection 1 of section

45-10.2-102.

j. Any other record delivered on behalf of a limited partnership to the secretary of

state for filing must be signed by at least one general partner listed in the

certificate of limited partnership.

k. A statement by a person pursuant to subdivision d of subsection 1 of section

45-10.2-59 stating that the person has dissociated as a general partner must be

signed by that person.

l. A statement of withdrawal by a person pursuant to section 45-10.2-36 must be

signed by that person.

m. A record delivered on behalf of a foreign limited partnership to the secretary of

state for filing must be signed by at least one general partner of the foreign limited

partnership.

n. Any other record delivered on behalf of any person to the secretary of state for

filing must be signed by that person.

2. Any person may sign by an attorney in fact any record to be filed pursuant to this

chapter.
N.D. Cent. Code § 45-22-20 — ND Code / Title 45 / Chapter 45-22 / Section 45-22-20
45-22-20. Transaction of business by a foreign limited liability partnership without registration
Status: in_force

45-22-20. Transaction of business by a foreign limited liability partnership without

registration.

1. A foreign limited liability partnership transacting business in this state may not maintain

any cause of action in any court of this state until the partnership registers with the

secretary of state.

2. The failure of a foreign limited liability partnership to register with the secretary of state

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

for relief in any court of this state.

3. A limitation on the personal liability of a partner is not waived solely by the foreign

limited liability partnership transacting business in this state without having filed a

registration with the secretary of state.

4. A foreign limited liability partnership, by transacting business in this state without

registering with the secretary of state, appoints the secretary of state as the agent

upon whom any notice, process, or demand may be served.
N.D. Cent. Code § 45-13-02 — ND Code / Title 45 / Chapter 45-13 / Section 45-13-02
45-13-02. (102) Knowledge and notice
Status: in_force

45-13-02. (102) Knowledge and notice

1. A person knows a fact if the person has actual knowledge of it. A person does not

know or have knowledge of a fact merely because the person has reason to know or

have knowledge of the fact.

2. A person has notice of a fact if the person:

a. Knows of the fact;

b. Has received notice of the fact as provided in subsection 17 of section 45-13-01;

or

c. Has reason to know the fact exists from all of the facts known to the person at the

time in question.

3. A person notifies or gives a notification to another by taking the steps provided in

subsection 17 of section 45-13-01, whether or not the other person learns of it.

4. A person receives a notification as provided in subsection 17 of section 45-13-01.

5. Except as otherwise provided in subsection 6, and except as otherwise provided in

subsection 17 of section 45-13-01, a person other than an individual knows, has

notice, or receives a notification of a fact for purposes of a particular transaction when

the individual conducting the transaction for the person knows, has notice, or receives

a notification of the fact, or in any event when the fact would have been brought to the

attention of the individual if the person had exercised reasonable diligence.

a. A person other than an individual exercises reasonable diligence if it maintains

reasonable routines for communicating significant information to the individual

conducting the transaction for the person and there is reasonable compliance

with the routines.

b. Reasonable diligence does not require an individual acting for the person to

communicate information unless the communication is part of the regular duties

of the individual or the individual has reason to know of the transaction and that

the transaction would be materially affected by the information.

6. Knowledge, notice, or receipt of a notification of a fact relating to the partnership by a

managing partner is effective immediately as knowledge by, notice to, or receipt of a

notification by the partnership, except in the case of a fraud on the partnership

committed by or with the consent of that partner.

7. With respect to notice given by a form of electronic communication:

a. Consent by a managing partner to notice given by electronic communication may

be given in writing or by authenticated electronic communication. The partnership

is entitled to rely on any consent so given until revoked by the managing partner.

However, no revocation affects the validity of any notice given before receipt by

the partnership of revocation of the consent.

b. An affidavit of a managing partner or an authorized agent of the partnership, that

the notice has been given by a form of electronic communication is, in the

absence of fraud, prima facie evidence of the facts stated in the affidavit.
N.D. Cent. Code § 45-22-24 — ND Code / Title 45 / Chapter 45-22 / Section 45-22-24
45-22-24. Certificates and certified copies to be received in evidence
Status: in_force

45-22-24. Certificates and certified copies to be received in evidence

1. All copies of documents 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 domestic limited liability partnerships

or foreign limited liability partnerships which would not appear from a certified copy of

any of the foregoing documents 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 § 45-15-03.1 — ND Code / Title 45 / Chapter 45-15 / Section 45-15-03.1
45-15-03.1. Registered office - Registered agent
Status: in_force

45-15-03.1. Registered office - Registered agent

A partnership that files and maintains a statement of partnership authority shall continuously

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

agent, the address of the noncommercial registered agent in this state.
N.D. Cent. Code § 45-22-09 — ND Code / Title 45 / Chapter 45-22 / Section 45-22-09
45-22-09. Piercing the limited liability shield
Status: in_force

45-22-09. Piercing the limited liability shield

With respect to piercing the limited liability partnership shield:

1. Except as provided in subsection 2, the case law that states the conditions and

circumstances under which the corporate veil or limited liability shield of a corporation

may be pierced under North Dakota law also applies to limited liability partnerships,

taking into account the differences between corporations and partnerships.

2. The use of informal procedures or arrangements for the management and for the

conduct of business is not a ground for piercing the limited liability shield of the limited

liability partnership.
N.D. Cent. Code § 45-10.2-31 — ND Code / Title 45 / Chapter 45-10.2 / Section 45-10.2-31
45-10.2-31. (301) Becoming a limited partner
Status: in_force

45-10.2-31. (301) Becoming a limited partner

A person becomes a limited partner:

1. As provided in the partnership agreement;

2. As the result of a conversion or merger under sections 45-10.2-94 through

45-10.2-106; or

3. With the consent of all of the partners.
N.D. Cent. Code § 45-23-03 — ND Code / Title 45 / Chapter 45-23 / Section 45-23-03
45-23-03. Limited liability limited partnership name
Status: reserved

45-23-03. Limited liability limited partnership name

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

limited partnership's certificate of limited liability 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 liability limited partnership"

or the abbreviation "L.L.L.P." or "LLLP", either of which abbreviation may be used

interchangeably for any purpose 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", or an abbreviation of these words.

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

partnership:

(1) Is organized for a purpose other than:

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

organized under this chapter; or

(b) For a purpose stated in its certificate of limited liability 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 a record in compliance with

subsection 3, of:

(a) Another limited liability limited partnership;

(b) A limited partnership;

(c) A corporation;

(d) A limited liability company; or

(e) A limited liability partnership;

(2) A name the right to which is, at the time of organization, 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 liability 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 liability limited partnership name is

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

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

is filed with the certificate:

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 earlier right

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

4. This section does 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 any name or symbol.

b. This section does not derogate the common law or the principles of equity.

5. A limited liability 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 the limited liability limited partnership's

name, subject to the requirements of subsection 1, the name of any of the other

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

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 of a limited liability limited partnership in violation of this section

does not affect or vitiate a limited liability limited partnership's existence. However, a

court in this state may, upon application of the state or of an interested or affected

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

name assumed in violation of this section, although a certificate of limited liability

limited partnership may have been filed with the secretary of state.

7. A limited liability limited partnership whose period of existence has expired or that is

involuntarily dissolved by the secretary of state pursuant to 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 liability limited partnership pursuant to section 45-23-04, 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. A limited liability limited partnership that cannot reacquire the use of its

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

partnership name that complies with the provisions of this section:

a. By refiling the certificate of limited liability limited partnership pursuant to section

45-23-04;

b. By amending pursuant to section 45-10.2-24; or

c. By reinstating pursuant to section 45-10.2-108, 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.

8. Subject to section 45-23-07, this section applies to a foreign limited liability 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.

9. A limited liability limited partnership that files its certificate of limited liability limited

partnership with an effective date later than the date of filing as provided in

subsection 1 of section 45-23-05 shall maintain the right to the name until the effective

date.
N.D. Cent. Code § 45-16-01 — ND Code / Title 45 / Chapter 45-16 / Section 45-16-01
45-16-01. (401) Partner's rights and duties
Status: in_force

45-16-01. (401) Partner's rights and duties

1. Each partner is deemed to have an account that is:

a. Credited with an amount equal to the money plus the value of any other property,

net of the amount of any liabilities, the partner contributes to the partnership and

the partner's share of the partnership profits; and

b. Charged with an amount equal to the money plus the value of any other property,

net of the amount of any liabilities, distributed by the partnership to the partner

and the partner's share of the partnership losses.

2. Each partner is entitled to an equal share of the partnership profits and is chargeable

with a share of the partnership losses in proportion to the partner's share of the profits.

3. A partnership shall reimburse a partner for payments made and indemnify a partner for

liabilities incurred by the partner in the ordinary course of the business of the

partnership or for the preservation of its business or property.

4. A partnership shall reimburse a partner for an advance to the partnership beyond the

amount of capital the partner agreed to contribute.

5. A payment or advance made by a partner which gives rise to a partnership obligation

under subsection 3 or 4 constitutes a loan to the partnership which accrues interest

from the date of the payment or advance.

6. Each partner has equal rights in the management and conduct of the partnership

business.

7. A partner may use or possess partnership property only on behalf of the partnership.

8. A partner is not entitled to remuneration for services performed for the partnership,

except for reasonable compensation for services rendered in winding up the business

of the partnership.

9. A person may become a partner only with the consent of all of the partners.

10. A difference arising as to a matter in the ordinary course of business of a partnership

may be decided by a majority of the partners. An act outside the ordinary course of

business of a partnership and an amendment to the partnership agreement may be

undertaken only with the consent of all of the partners.

11. This section does not affect the obligations of a partnership to other persons under

section 45-15-01.
N.D. Cent. Code § 45-10.2-75 — ND Code / Title 45 / Chapter 45-10.2 / Section 45-10.2-75
45-10.2-75. (812) Disposition of assets - When contributions required
Status: in_force

45-10.2-75. (812) Disposition of assets - When contributions required

1. In winding up the activities of a limited partnership, the assets of the limited

partnership, including the contributions required by this section, must be applied to

satisfy the obligations to creditors of the limited partnership, including, to the extent

permitted by law, partners that are creditors.

2. Any surplus remaining after the limited partnership complies with subsection 1 must be

paid in cash as a distribution.

3. If assets of a limited partnership are insufficient to satisfy all of its obligations under

subsection 1, then with respect to each unsatisfied obligation incurred when the limited

partnership was not a limited liability limited partnership under chapter 45-23, the

following rules apply:

a. Each person that was a general partner when the obligation was incurred and

that has not been released from the obligation under section 45-10.2-61 shall

contribute to the limited partnership for the purpose of enabling the limited

partnership to satisfy the obligation. 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 obligation was

incurred.

b. If a person does not contribute the full amount required under subdivision a with

respect to an unsatisfied obligation of the limited partnership, then the other

persons required to contribute by subdivision a on account of the obligation shall

contribute the additional amount necessary to discharge the obligation. The

additional contribution due from each of those other persons is in proportion to

the right to receive distributions in the capacity of general partner in effect for

each of those other persons when the obligation was incurred.

c. If a person does not make the additional contribution required by subdivision b,

then further additional contributions are determined and due in the same manner

as provided in subdivision b.

4. A person that makes an additional contribution under subdivision b or c of subsection 3

may recover from any person whose failure to contribute under subdivision a or b of

subsection 3 necessitated the additional contribution.

a. A person may not recover under this subsection more than the amount

additionally contributed.

b. The liability of a person under this subsection may not exceed the amount the

person failed to contribute.

5. The estate of a deceased individual is liable for the obligations of the person under this

section.

6. An assignee for the benefit of creditors of a limited partnership or a partner, or a

person appointed by a court to represent creditors of a limited partnership or a partner,

may enforce the obligation to contribute by a person under subsection 3.
N.D. Cent. Code § 45-13-01.1 — ND Code / Title 45 / Chapter 45-13 / Section 45-13-01.1
45-13-01.1. Legal recognition of electronic records and electronic signatures
Status: in_force

45-13-01.1. Legal recognition of electronic records and electronic signatures

For purposes of this chapter:

1. A record of signature may not be denied legal effect or enforceability solely because it

is in electronic form;

2. A contract may not be denied legal effect or enforceability solely because an electronic

record was used in its formation;

3. If a provision requires a record to be in writing, an electronic record satisfies the

requirement;

4. If a provision requires a signature, an electronic signature satisfies the requirement;

and

5. The provisions of this chapter relating to electronic records and electronic transactions

do not limit or supersede chapter 9-16.
N.D. Cent. Code § 45-10.2-60 — ND Code / Title 45 / Chapter 45-10.2 / Section 45-10.2-60
45-10.2-60. (606) Power to bind and liability to limited partnership before dissolution of partnership of person dissociated as general partner
Status: in_force

45-10.2-60. (606) Power to bind and liability to limited partnership before dissolution

of partnership of person dissociated as general partner.

1. After a person is dissociated as a general partner and before the limited partnership is

dissolved, or is converted or merged out of existence under sections 45-10.2-94

through 45-10.2-106, the limited partnership is bound by an act of the person if:

a. The act would have bound the limited partnership under section 45-10.2-38

before the dissociation; 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.

2. If a limited partnership is bound under subsection 1, then the person dissociated as a

general partner which caused the limited partnership to be bound is liable:

a. To the limited partnership for any damage caused to the limited partnership

arising from the obligation incurred under subsection 1; and

b. If a general partner or another person dissociated as a general partner is liable

for the obligation, then to the general partner or other person for any damage

caused to the general partner or other person arising from the liability.
N.D. Cent. Code § 45-10.2-116 — ND Code / Title 45 / Chapter 45-10.2 / Section 45-10.2-116
45-10.2-116. (1201) Uniformity of application and construction
Status: in_force

45-10.2-116. (1201) Uniformity of application and construction

In applying and construing this chapter, consideration must be given to the need to promote

uniformity of the law with respect to its subject matter among states that enact it.
N.D. Cent. Code § 45-10.2-52 — ND Code / Title 45 / Chapter 45-10.2 / Section 45-10.2-52
45-10.2-52. (507) Right to distribution
Status: in_force

45-10.2-52. (507) Right to distribution

When a partner or transferee becomes entitled to receive a distribution, the partner or

transferee has the status of, and is entitled to all remedies available to, a creditor of the limited

partnership with respect to the distribution. However, the obligation of the limited partnership to

make a distribution is subject to offset for any amount owed to the limited partnership by the

partner or dissociated partner on whose account the distribution is made.
N.D. Cent. Code § 45-19-04 — ND Code / Title 45 / Chapter 45-19 / Section 45-19-04
45-19-04. (704) Statement of dissociation
Status: in_force

45-19-04. (704) Statement of dissociation

1. A dissociated partner or the partnership may file with the secretary of state, along with

the fees provided in section 45-13-05, a statement of dissociation stating the name of

the partnership and that the partner is dissociated from the partnership.

2. A statement of dissociation is a limitation on the authority of a dissociated partner for

the purposes of subsections 3 and 4 of section 45-15-03.

3. For the purposes of subdivision c of subsection 1 of section 45-19-02 and

subdivision c of subsection 2 of section 45-19-03, a person not a partner is deemed to

have notice of the dissociation ninety days after the statement of dissociation is filed.
N.D. Cent. Code § 45-10.2-19 — ND Code / Title 45 / Chapter 45-10.2 / Section 45-10.2-19
45-10.2-19. Action without a meeting
Status: in_force

45-10.2-19. Action without a meeting

An action required or permitted to be taken or permitted to be taken at a meeting of the

partners may be taken without a meeting by written action signed, or consented to by

authenticated electronic communication, by all of the partners entitled to vote on that action.

1. If the certificate of limited partnership or the partnership agreement so provides, any

action may be taken by written action signed, or consented to by authenticated

electronic communication, by the partners entitled to vote on the action who own

voting power equal to the voting power that would be required to take the same action

at a meeting of the partners at which all partners entitled to vote on the action were

present. After the adoption of the initial certificate of limited partnership or the initial

partnership agreement, an amendment to the certificate of limited partnership or to the

partnership agreement to permit written action to be taken by less than all partners

entitled to vote on an action requires the approval of all partners entitled to vote on the

amendment.

a. When written action is permitted to be taken by less than all partners entitled to

vote on the action, all partners entitled to vote on the action must be notified

immediately of its text and effective date.

b. Failure to provide the notice does not invalidate the written action.

c. A partner who does not sign or consent to the written action has no liability for the

action or actions taken by the written actions.

2. The written action is effective when it has been signed, or consented to by

authenticated electronic communication, by the partners entitled to vote on the action,

unless a different effective time is provided in the written action.

3. When this chapter requires or permits a certificate concerning an action to be filed with

the secretary of state, the general partner signing the certificate must so indicate if the

action was taken under this section.
N.D. Cent. Code § 45-16-07 — ND Code / Title 45 / Chapter 45-16 / Section 45-16-07
45-16-07. Action without a meeting
Status: in_force

45-16-07. Action without a meeting

An action required or permitted to be taken at a meeting of the partners may be taken

without a meeting by written action signed, or consented to by authenticated electronic

communication, by all of the partners entitled to vote on the action.

1. If the partnership agreement so provides, any action may be taken by written action

signed by the partners who own voting power equal to the voting power that would be

required to take the same action at a meeting of the partners at which all partners

were present.

a. When written action is permitted to be taken by less than all partners, all partners

must be notified immediately of its text and effective date.

b. Failure to provide the notice does not invalidate the written action.

c. A partner who does not sign or consent to the written action has no liability for the

action or actions taken by the written actions.

2. The written action is effective when it has been signed, or consented to by

authenticated electronic communication, by the required partners, unless a different

effective time is provided in the written action.

3. When this chapter requires or permits a certificate concerning an action to be filed with

the secretary of state, the partner signing the certificate must so indicate if the action

was taken under this section.
N.D. Cent. Code § 45-23-01.1 — ND Code / Title 45 / Chapter 45-23 / Section 45-23-01.1
45-23-01.1. Legal recognition of electronic records and electronic signatures
Status: in_force

45-23-01.1. Legal recognition of electronic records and electronic signatures

For purposes of this chapter:

1. A record or signature may not be denied legal effect or enforceability solely because it

is in electronic form;

2. A contract may not be denied legal effect or enforceability solely because an electronic

record was used in its formation;

3. If a provision requires a record to be in writing, an electronic record satisfies the

requirement; and

4. If a provision requires a signature, an electronic signature satisfies the requirement.
N.D. Cent. Code § 45-10.2-30 — ND Code / Title 45 / Chapter 45-10.2 / Section 45-10.2-30
45-10.2-30. (209) Certificate of existence or authorization
Status: in_force

45-10.2-30. (209) Certificate of existence or authorization

1. The secretary of state, upon request and payment of the fee provided in section

45-10.2-109, shall furnish a certificate of existence for a limited partnership if the

records filed in the office of the secretary of state show that the secretary of state has

filed a certificate of limited partnership and has not filed a statement of termination. A

certificate of existence must state:

a. The name of the limited partnership;

b. That it was duly formed under the laws of this state and date of formation; and

c. Whether all fees and penalties due to the secretary of state under this chapter

have been paid.

2. The secretary of state, upon request and payment of the fee provided in section

45-10.2-109, shall furnish a certificate of authorization for a foreign limited partnership

if the records filed in the office of the secretary of state show that the secretary of state

has filed a certificate of authority, has not revoked the certificate of authority, and has

not filed a notice of cancellation. A certificate of authorization must state:

a. The name of the foreign limited partnership;

b. That it is authorized to transact business in this state; and

c. Whether all fees and penalties due to the secretary of state under this chapter

have been paid.

3. Subject to any qualification stated in the certificate, a certificate of existence or

authorization issued by the secretary of state may be relied upon as conclusive

evidence that the limited partnership or foreign limited partnership is in existence or is

authorized to transact business in this state.
N.D. Cent. Code § 45-21-03 — ND Code / Title 45 / Chapter 45-21 / Section 45-21-03
45-21-03. (903) Plan of conversion approval and amendment
Status: in_force

45-21-03. (903) Plan of conversion approval and amendment

1. If the converting organization is a partnership, then:

a. A plan of conversion must be consented to by all of the partners of a converting

partnership.

b. Subject to any contractual rights, after a conversion is approved, and at any time

before a filing is made under section 45-21-04, a converting partnership may

amend the plan or abandon the planned conversion:

(1) As provided in the plan; and

(2) Except as prohibited by the plan, by the same consent as was required to

approve the plan.

2. If the converting organization is not a partnership, then the approval and the

amendment of the plan of conversion must comply with the governing statute in

effecting the conversion.
N.D. Cent. Code § 45-11-01 — ND Code / Title 45 / Chapter 45-11 / Section 45-11-01
45-11-01. Partnership - Use of fictitious name
Status: in_force

45-11-01. If such partners comply with such provisions at any time, they thereupon have the

right to maintain an action on all such partnership contracts and transactions entered into prior

to, as well as after, such compliance.
N.D. Cent. Code § 45-10.2-54 — ND Code / Title 45 / Chapter 45-10.2 / Section 45-10.2-54
45-10.2-54. (509) Liability for improper distributions
Status: in_force

45-10.2-54. (509) Liability for improper distributions

1. A general partner that consents to a distribution made in violation of section

45-10.2-53 is personally liable to the limited partnership for the amount of the

distribution which exceeds the amount that could have been distributed without the

violation if it is established that in consenting to the distribution the general partner

failed to comply with section 45-10.2-44.

2. A partner or transferee that received a distribution knowing that the distribution to that

partner or transferee was made in violation of section 45-10.2-53 is personally liable to

the limited partnership but only to the extent that the distribution received by the

partner or transferee exceeded the amount that could have been properly paid under

section 45-10.2-53.

3. A general partner against which an action is commenced under subsection 1 may:

a. Implead in the action any other person that is liable under subsection 1 and

compel contribution from the person; and

b. Implead in the action any person that received a distribution in violation of

subsection 2 and compel contribution from the person in the amount the person

received in violation of subsection 2.

4. An action under this section is barred if it is not commenced within two years after the

distribution.
N.D. Cent. Code § 45-10.2-115 — ND Code / Title 45 / Chapter 45-10.2 / Section 45-10.2-115
45-10.2-115. Audit reports and audit of limited partnerships receiving state subsidies for production of alcohol or methanol for combination with gasoline
Status: in_force

45-10.2-115. Audit reports and audit of limited partnerships receiving state subsidies

for production of alcohol or methanol for combination with gasoline.

Any limited partnership or foreign limited 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

partnership or foreign limited 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

partnership or foreign limited 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

partnership or foreign limited partnership required to submit an annual report under this section.
N.D. Cent. Code § 45-10.2-28 — ND Code / Title 45 / Chapter 45-10.2 / Section 45-10.2-28
45-10.2-28. Correcting a filed record
Status: in_force

45-10.2-28. 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 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.