N.D. Cent. Code § 45-10.2-56 — ND Code / Title 45 / Chapter 45-10.2 / Section 45-10.2-56
45-10.2-56. (602) Effect of dissociation as limited partner
Status: in_force

45-10.2-56. (602) Effect of dissociation as limited partner

1. Upon the dissociation of a person as a limited partner:

a. Subject to section 45-10.2-65, the person does not have further rights as a limited

partner;

b. The obligation of a person for good faith and fair dealing as a limited partner

under subsection 2 of section 45-10.2-35 continues only as to matters arising and

events occurring before the dissociation; and

c. Subject to section 45-10.2-65 and sections 45-10.2-94 through 45-10.2-106, any

transferable interest owned by the person in the capacity as a limited partner

immediately before dissociation is owned by the person as a mere transferee.

2. The dissociation of a person as a limited partner does not of itself discharge the

person from any obligation to the limited partnership or the other partners which the

person incurred while a limited partner.
N.D. Cent. Code § 45-21-07 — ND Code / Title 45 / Chapter 45-21 / Section 45-21-07
45-21-07. (907) Statement of merger
Status: in_force

45-21-07. (907) Statement of merger

1. After a merger, the surviving organization may file a statement that one or more

partnerships or other constituent organizations have merged into the surviving

organization.

2. A statement of merger must be accompanied by the plan of merger without

organizational records and must contain:

a. The name of:

(1) The partnership;

(2) Each other constituent organization that is a party to the merger; and

(3) The surviving organization into which the other constituent organizations

were merged;

b. The form of organization that the surviving organization will be;

c. The jurisdiction of the governing statute of the surviving organization; and

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

and of an office in this state, if any.

3. Except as otherwise provided in subsection 4, for the purposes of section 45-15-02,

property of the surviving organization which before the merger was held in the name of

another party to the merger is property held in the name of the surviving organization

upon filing a statement of merger.

4. For the purposes of section 45-15-02, real property of the surviving organization which

before the merger was held in the name of another constituent organization is property

held in the name of the surviving organization upon recording a certified copy of the

statement of merger in the office for recording transfers of that real property.

5. A filed and, if appropriate, recorded statement of merger, signed and declared to be

accurate pursuant to subsection 3 of section 45-13-05, stating the name of a

constituent partnership that is a constituent organization in whose name property was

held before the merger and the name of the surviving organization, but not containing

all of the other information required by subsection 2, operates with respect to the

constituent partnership and the surviving organization to the extent provided in

subsections 3 and 4.
N.D. Cent. Code § 45-10.2-67 — ND Code / Title 45 / Chapter 45-10.2 / Section 45-10.2-67
45-10.2-67. (802) Judicial dissolution
Status: in_force

45-10.2-67. (802) Judicial dissolution

On application by a partner the district court may order dissolution of a limited partnership if

it is not reasonably practicable to carry on the activities of the limited partnership in conformity

with the partnership agreement.
N.D. Cent. Code § 45-15-08 — ND Code / Title 45 / Chapter 45-15 / Section 45-15-08
45-15-08. (308) Liability of purported partner
Status: in_force

45-15-08. (308) Liability of purported partner

1. If a person, by words or conduct, purports to be a partner, or consents to being

represented by another as a partner, in a partnership or with one or more persons not

partners, the purported partner is liable to a person to whom the representation is

made, if that person, relying on the representation, enters into a transaction with the

actual or purported partnership. If the representation, either by the purported partner or

by a person with the purported partner's consent, is made in a public manner, the

purported partner is liable to a person who relies upon the purported partnership even

if the purported partner is not aware of being held out as a partner to the claimant. If

partnership liability results, the purported partner is liable with respect to that liability as

if the purported partner were a partner. If no partnership liability results, the purported

partner is liable with respect to that liability jointly and severally with any other person

consenting to the representation.

2. If a person is thus represented to be a partner in an existing partnership, or with one or

more persons not partners, the purported partner is an agent of persons consenting to

the representation to bind them to the same extent and in the same manner as if the

purported partner were a partner, with respect to persons who enter into transactions

in reliance upon the representation. If all of the partners of the existing partnership

consent to the representation, a partnership act or obligation results. If fewer than all of

the partners of the existing partnership consent to the representation, the person

acting and the partners consenting to the representation are jointly and severally

liable.

3. A person is not liable as a partner merely because the person is named by another in

a statement of partnership authority.

4. A person does not continue to be liable as a partner merely because of a failure to file

a statement of dissociation or to amend a statement of partnership authority to indicate

the partner's dissociation from the partnership.

5. Except as otherwise provided in subsections 1 and 2, persons who are not partners as

to each other are not liable as partners to other persons.
N.D. Cent. Code § 45-22-18 — ND Code / Title 45 / Chapter 45-22 / Section 45-22-18
45-22-18. Foreign limited liability partnership - Governing law
Status: in_force

45-22-18. Foreign limited liability partnership - Governing law

1. The laws of the foreign limited liability partnership's jurisdiction of origin govern:

a. The relations among the partners of a foreign limited liability partnership, or the

relations between any partner or partners of a foreign limited liability partnership

and the foreign limited liability partnership; and

b. The liability of partners for obligations of a foreign limited liability partnership.

2. A foreign limited liability partnership may not be denied registration to transact

business in this state by reason of any difference between the laws of the foreign

limited liability partnership's jurisdiction of origin and the laws of this state.

3. A foreign limited liability partnership holding a valid registration in this state has the

same, but no greater, rights and privileges as a domestic limited liability partnership.

The registration does not authorize the foreign limited liability partnership to engage in

any business or exercise any power that a domestic limited liability partnership may

not engage in or exercise as a limited liability partnership.
N.D. Cent. Code § 45-10.2-03 — ND Code / Title 45 / Chapter 45-10.2 / Section 45-10.2-03
45-10.2-03. (1206) Application to existing relationships
Status: in_force

45-10.2-03. (1206) Application to existing relationships

1. After June 30, 2005, no person may use chapter 45-10.1 to form an entity.

2. Before January 1, 2006, this chapter governs only:

a. A limited partnership formed after June 30, 2005; and

b. Except as otherwise provided in subsection 4, a limited partnership formed under

chapter 45-10.1 which elects, in the manner provided in its partnership

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

this chapter.

3. Except as otherwise provided in subsection 4, on and after January 1, 2006, this

chapter governs:

a. Any limited partnership formed under chapter 45-10.1 which has not previously

elected to be governed by this chapter and is still in existence on January 1,

2006; and

b. All limited partnerships, including each limited partnership formed under chapter

45-10.1 which has previously elected to become governed by this chapter.

4. With respect to a limited partnership formed before July 1, 2005, the following rules

apply except as the partners otherwise elect in the manner provided in the partnership

agreement or by law for amending the partnership agreement:

a. Subsection 3 of section 45-10.2-07 does not apply and the limited partnership

has whatever duration it had under the law applicable immediately before the

limited partnership became subject to this chapter;

b. Sections 45-10.2-55 and 45-10.2-56 do not apply and a limited partner has the

same right and power to dissociate from the limited partnership, with the same

consequences, as existed immediately before the limited partnership became

subject to this chapter;

c. Subsection 4 of section 45-10.2-57 does not apply;

d. Subsection 5 of section 45-10.2-57 does not apply and a court has the same

power to expel a general partner as the court had immediately before the limited

partnership became subject to this chapter; and

e. Subsection 3 of section 45-10.2-66 does not apply and the connection between

the dissociation of a person as a general partner and the dissolution of the limited

partnership is the same as existed immediately before the limited partnership

became subject to this chapter.
N.D. Cent. Code § 45-22-19 — ND Code / Title 45 / Chapter 45-22 / Section 45-22-19
45-22-19. Foreign limited liability partnership - Transacting business and obtaining licenses and permits by a foreign limited liability partnership
Status: in_force

45-22-19. Foreign limited liability partnership - Transacting business and obtaining

licenses and permits by a foreign limited liability partnership.

No foreign limited liability partnership may transact business in this state or obtain any

license or permit required by this state until the partnership has registered with the secretary of

state.
N.D. Cent. Code § 45-16-05 — ND Code / Title 45 / Chapter 45-16 / Section 45-16-05
45-16-05. (405) Actions by partnership and partners
Status: in_force

45-16-05. (405) Actions by partnership and partners

1. A partnership may maintain an action against a partner for a breach of the partnership

agreement, or for the violation of a duty to the partnership, causing harm to the

partnership.

2. A partner may maintain an action against the partnership or another partner for legal or

equitable relief, with or without an accounting as to partnership business, to:

a. Enforce the partner's rights under the partnership agreement;

b. Enforce the partner's rights under chapters 45-13 through 45-21, including:

(1) The partner's rights under section 45-16-01, 45-16-03, or 45-16-04;

(2) The partner's right on dissociation to have the partner's interest in the

partnership purchased pursuant to section 45-19-01 or enforce any other

right under chapter 45-18 or 45-19; or

(3) The partner's right to compel a dissolution and winding up of the partnership

business under section 45-20-01 or enforce any other right under chapter

45-20; or

c. Enforce the rights and otherwise protect the interests of the partner, including

rights and interests arising independently of the partnership relationship.

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

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

winding up does not revive a claim barred by law.
N.D. Cent. Code § 45-13-07 — ND Code / Title 45 / Chapter 45-13 / Section 45-13-07
45-13-07. (107) Partnership subject to amendment or repeal
Status: in_force

45-13-07. (107) Partnership subject to amendment or repeal

A partnership governed by chapters 45-13 through 45-21 is subject to any amendment to or

repeal of chapters 45-13 through 45-21.
N.D. Cent. Code § 45-21-06 — ND Code / Title 45 / Chapter 45-21 / Section 45-21-06
45-21-06. (906) Effect of merger
Status: in_force

45-21-06. (906) Effect of merger

1. When a merger takes effect:

a. The separate existence of each constituent partnership that is a party to the

merger, other than the surviving organization, ceases;

b. All property owned by each of the constituent partnerships vests in the surviving

organization;

c. All obligations of each constituent partnership become the obligations of the

surviving organization; and

d. An action or proceeding pending against a constituent partnership may be

continued as if the merger had not occurred, or the surviving organization may be

substituted as a party to the action or proceeding.

2. The secretary of state of this state is the agent for service of process in an action or

proceeding against a surviving foreign partnership to enforce an obligation of a

partnership that is a constituent organization. The surviving organization shall promptly

notify the secretary of state of the mailing address of its principal executive office and

of any change of address. Upon receipt of process, the secretary of state shall mail a

copy of the process to the surviving foreign partnership as provided in section

10-01.1-13.

3. A general partner of the surviving partnership is liable for:

a. All obligations of a party to the merger for which the general partner was

personally liable before the merger;

b. All other obligations of the surviving organization incurred before the merger by a

constituent organization, but those obligations may be satisfied only out of

property of the surviving organization; and

c. All obligations of the surviving organization incurred after the merger takes effect.

4. If the obligations incurred before the merger by a constituent partnership are not

satisfied out of the property of the surviving organization, then the general partners of

the constituent partnership immediately before the effective date of the merger shall

contribute the amount necessary to satisfy the obligations of the constituent

partnership to the surviving organization, in the manner provided in section 45-20-07.

5. A partner of a constituent partnership who does not receive an ownership interest of

the surviving organization is dissociated from the partnership, of which that partner

was a partner, as of the date the merger takes effect. The surviving organization shall

cause the ownership interest of the partner in the constituent partnership to be

purchased under section 45-19-01 or another statute specifically applicable to that

ownership interest of that partner with respect to a merger. The surviving organization

is bound under section 45-19-02 by an act of a general partner dissociated under this

subsection, and the partner is liable under section 45-19-03 for transactions entered

into by the surviving organization after the merger takes effect.
N.D. Cent. Code § 45-17-03 — ND Code / Title 45 / Chapter 45-17 / Section 45-17-03
45-17-03. (503) Transfer of partner's transferable interest
Status: in_force

45-17-03. (503) Transfer of partner's transferable interest

1. A transfer, in whole or in part, of a partner's transferable interest in the partnership:

a. Is permissible;

b. Does not by itself cause the partner's dissociation or a dissolution and winding up

of the partnership business; and

c. Does not, as against the other partners or the partnership, entitle the transferee,

during the continuance of the partnership, to participate in the management or

conduct of the partnership business, to require access to information concerning

partnership transactions, or to inspect or copy the partnership books or records.

2. A transferee of a partner's transferable interest in the partnership has a right:

a. To receive, in accordance with the transfer, distributions to which the transferor

would otherwise be entitled;

b. To receive upon the dissolution and winding up of the partnership business, in

accordance with the transfer, the net amount otherwise distributable to the

transferor; and

c. To seek under subsection 6 of section 45-20-01 a judicial determination that it is

equitable to wind up the partnership business.

3. In a dissolution and winding up, a transferee is entitled to an account of partnership

transactions only from the date of the latest account agreed to by all of the partners.

4. Upon transfer, the transferor retains the rights and duties of a partner other than the

interest in distributions transferred.

5. A partnership need not give effect to a transferee's rights under this section until it has

notice of the transfer.

6. A transfer of a partner's transferable interest in the partnership in violation of a

restriction on transfer contained in the partnership agreement is ineffective as to a

person having notice of the restriction at the time of transfer.
N.D. Cent. Code § 45-23-09 — ND Code / Title 45 / Chapter 45-23 / Section 45-23-09
45-23-09. Secretary of state - Confidential records
Status: in_force

45-23-09. Secretary of state - Confidential records

Any social security number or federal tax identification number disclosed or contained in

any record filed with the secretary of state under this chapter is confidential. The secretary of

state shall delete or obscure any social security number or federal tax identification number

before a copy of any record is released to the public.
N.D. Cent. Code § 45-10.2-24 — ND Code / Title 45 / Chapter 45-10.2 / Section 45-10.2-24
45-10.2-24. (202) Amendment or restatement of certificate
Status: in_force

45-10.2-24. (202) Amendment or restatement of certificate

1. In order to amend its certificate of limited partnership, a limited partnership must

deliver to the secretary of state for filing an amendment or, pursuant to sections

45-10.2-100 through 45-10.2-106, articles of merger stating:

a. The name of the limited partnership; and

b. The changes the amendment makes to the certificate as most recently amended

or restated.

2. A limited partnership shall promptly deliver to the secretary of state for filing an

amendment to a certificate of limited partnership to reflect:

a. The change of name of the limited partnership;

b. The admission of a new general partner;

c. The dissociation of a person as a general partner; or

d. The appointment of a person to wind up the activities of the limited partnership

under subsection 3 or 4 of section 45-10.2-68.

3. A general partner that knows that any information in a filed certificate of limited

partnership was false when the certificate was filed or has become false due to

changed circumstances shall promptly:

a. Cause the certificate to be amended; or

b. If appropriate, 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.

4. A certificate of limited partnership may be amended at any time for any other proper

purpose as determined by the limited partnership.

5. A restated certificate of limited partnership may be delivered to the secretary of state

for filing in the same manner as an amendment.

6. Subject to subsection 3 of section 45-10.2-27, an amendment or restated certificate is

effective when filed by the secretary of state or on a date specified in the amendment

or restated certificate that is within ninety days after the filing of the amendment or

restated certificate with the secretary of state.

7. A limited partnership shall submit a written report of any change of address of the

principal executive office to the secretary of state without a filing fee or report the

change of address on the annual report following the change and need not file an

amendment to a certificate of limited partnership.

8. A limited partnership that files an amendment to change its name 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 limited

partnership in each of the foregoing registrations that is applicable when the limited

partnership files an amendment to the certificate of limited partnership.
N.D. Cent. Code § 45-10.2-18 — ND Code / Title 45 / Chapter 45-10.2 / Section 45-10.2-18
45-10.2-18. Change of registered office or agent - Resignation of registered agent - Change of name or address of registered agent
Status: in_force

45-10.2-18. Change of registered office or agent - Resignation of registered agent -

Change of name or address of registered agent.

1. A limited partnership may change its registered office, change its registered agent, or

state a change in the name of the registered agent as provided in chapter 10-01.1.

2. A registered agent of a limited partnership may resign as provided in chapter 10-01.1.
N.D. Cent. Code § 45-10.2-38 — ND Code / Title 45 / Chapter 45-10.2 / Section 45-10.2-38
45-10.2-38. (402) General partner agent of limited partnership
Status: in_force

45-10.2-38. (402) General partner agent of limited partnership

1. Each general partner is an agent of the limited partnership for the purposes of its

activities. An act of a general partner, including the signing of a record in the name of

the partnership, for apparently carrying on in the ordinary course the activities of the

limited partnership or activities of the kind carried on by the limited partnership binds

the limited partnership, unless the general partner did not have authority to act for the

limited partnership in the particular matter and the person with which the general

partner was dealing knew, had received a notification, or had notice under

subsection 4 of section 45-10.2-06 that the general partner lacked authority.

2. An act of a general partner which is not apparently for carrying on in the ordinary

course the activities of the limited partnership or activities of the kind carried on by the

limited partnership binds the limited partnership only if the act was actually authorized

by all of the other partners.
N.D. Cent. Code § 45-10.2-83 — ND Code / Title 45 / Chapter 45-10.2 / Section 45-10.2-83
45-10.2-83. Foreign limited partnership - Merger of foreign limited partnership authorized to transact business in this state
Status: in_force

45-10.2-83. Foreign limited partnership - Merger of foreign limited partnership

authorized to transact business in this state.

If a foreign limited partnership authorized to transact business in this state is a party to a

statutory merger permitted by the laws of the jurisdiction under which the foreign limited

partnership is organized, and the foreign limited partnership is not the surviving organization,

then the surviving organization shall, within thirty days after the merger becomes effective, file

with the secretary of state a certified statement of merger duly authenticated by the proper

officer of the state or country where the statutory merger was effected. Any foreign organization

that is the surviving organization in a merger and which will continue to transact business in this

state shall procure a certificate of authority if not previously authorized to transact business.
N.D. Cent. Code § 45-10.2-84 — ND Code / Title 45 / Chapter 45-10.2 / Section 45-10.2-84
45-10.2-84. Foreign limited partnership - Conversion of foreign limited partnership authorized to transact business in this state
Status: in_force

45-10.2-84. Foreign limited partnership - Conversion of foreign limited partnership

authorized to transact business in this state.

If a foreign limited partnership authorized to transact business in this state converts to

another organization permitted by the laws of the jurisdiction under which the foreign limited

partnership is organized, then the newly created organization resulting from the conversion

shall, within thirty days after the conversion becomes effective, file with the secretary of state a

certified statement of conversion duly authenticated by the proper officer of the jurisdiction in

which the statutory conversion was effected. Any foreign organization that is the converted

organization in a conversion and which will continue to transact business in this state shall

obtain a certificate of authority or applicable registration in accordance with the North Dakota

laws applicable to the converted organization.
N.D. Cent. Code § 45-10.2-91 — ND Code / Title 45 / Chapter 45-10.2 / Section 45-10.2-91
45-10.2-91. (1003) Proper plaintiff
Status: in_force

45-10.2-91. (1003) Proper plaintiff

A derivative action may be maintained only by a person that is a partner at the time the

action is commenced and:

1. That was a partner when the conduct giving rise to the action occurred; or

2. Whose status as a partner devolved upon the person by operation of law or pursuant

to the terms of the partnership agreement from a person that was a partner at the time

of the conduct.
N.D. Cent. Code § 45-10.2-37 — ND Code / Title 45 / Chapter 45-10.2 / Section 45-10.2-37
45-10.2-37. (401) Becoming general partner
Status: in_force

45-10.2-37. (401) Becoming general partner

A person becomes a general partner:

1. As provided in the partnership agreement;

2. Under subdivision b of subsection 3 of section 45-10.2-66 following the dissociation of

the last general partner of a limited partnership;

3. As the result of a conversion or merger under sections 45-10.2-94 through

45-10.2-106; or

4. With the consent of all the partners.
N.D. Cent. Code § 45-10.2-96 — ND Code / Title 45 / Chapter 45-10.2 / Section 45-10.2-96
45-10.2-96. Plan of conversion approval and amendment
Status: in_force

45-10.2-96. Plan of conversion approval and amendment

1. If the converting organization is a limited partnership, then:

a. Subject to section 45-10.2-104, a plan of conversion must be consented to by all

of the partners of a converting limited partnership.

b. Subject to section 45-10.2-104 and any contractual rights, after a conversion is

approved, and at any time before the effective date of the plan, a converting

limited partnership may amend the planned conversion:

(1) As provided in the plan; and

(2) Except as provided otherwise by the plan, by the same consent as was

required to approve the plan.

2. If the converting organization is not a limited partnership, then the approval and the

amendment of the plan of conversion must comply with its governing statute in

effecting the conversion.
N.D. Cent. Code § 45-10.2-99 — ND Code / Title 45 / Chapter 45-10.2 / Section 45-10.2-99
45-10.2-99. Effective date of conversion - Effect
Status: in_force

45-10.2-99. Effective date of conversion - Effect

1. A conversion is effective when the filing requirements of subsection 2 of section

45-10.2-97 have been fulfilled or on a later date specified in the articles of conversion.

2. With respect to the effect of conversion on the converting organization and on the

converted organization:

a. An organization that has been converted as provided in sections 45-10.2-94

through 45-10.2-99 is for all purposes the same entity that existed before the

conversion.

b. Upon a conversion becoming effective:

(1) If the converted organization:

(a) Is a limited partnership, then the converted organization has all the

rights, privileges, immunities, and powers, and is subject to all the

duties and liabilities, of a limited partnership formed under this

chapter; or

(b) Is not a limited partnership, then the converted organization has all the

rights, privileges, immunities, and powers, and is subject to the duties

and liabilities as provided in its governing statute;

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

converted organization;

(3) All debts, liabilities, and other obligations of the converting organization

continue as obligations of the converted organization;

(4) An action or proceeding pending by or against the converting organization

may be continued as if the conversion had not occurred;

(5) Except as otherwise provided by other law, all rights, privileges, immunities,

and powers of the converting organization remain vested in the converted

organization;

(6) Except as otherwise provided in the plan of conversion, the terms and

conditions of the plan of conversion take effect; and

(7) Except as otherwise agreed, the conversion does not dissolve a converting

limited partnership for the purposes of sections 45-10.2-66 through

45-10.2-75.

3. When a conversion becomes effective, each ownership interest in the converting

organization is deemed to be converted into ownership interests in the converted

organization or, in whole or in part, into money or other property to be received under

the plan.

4. A converted organization that is a foreign organization consents to the jurisdiction of

the courts of this state to enforce any obligations owed by the converting limited

partnership, if before the conversion the converting limited partnership was subject to

suit in this state on the obligation. A converted organization that is a foreign

organization and not authorized to transact business or conduct activities in this state

appoints the secretary of state as its agent for service of process for purposes of

enforcing an obligation under this subsection.
N.D. Cent. Code § 45-10.2-32 — ND Code / Title 45 / Chapter 45-10.2 / Section 45-10.2-32
45-10.2-32. (302) No right or power as limited partner to bind limited partnership
Status: in_force

45-10.2-32. (302) No right or power as limited partner to bind limited partnership

A limited partner does not have the right or the power as a limited partner to act for or bind

the limited partnership.
N.D. Cent. Code § 45-22-15 — ND Code / Title 45 / Chapter 45-22 / Section 45-22-15
45-22-15. Limited liability after dissolution
Status: in_force

45-22-15. Limited liability after dissolution

With respect to limited liability after dissolution:

1. Subject to section 45-22-14, the limited liability shield described in sections 45-22-08.1

and 45-22-09 continues in full force for the dissolved domestic limited liability

partnership regardless of any dissolution, winding up, and termination.

2. If a domestic limited liability partnership dissolves and the domestic limited liability

partnership's business is continued by a successor partnership under section

45-20-02, the limited liability described in section 45-22-08.1 also applies to that

successor domestic limited liability partnership until the withdrawal of the registration

that the dissolved domestic limited liability partnership had in effect under section

45-22-03 at the moment of dissolution. The successor partnership may at any time file

the partnership's own registration under section 45-22-03.
N.D. Cent. Code § 45-10.2-63 — ND Code / Title 45 / Chapter 45-10.2 / Section 45-10.2-63
45-10.2-63. (702) Transfer of the transferable interest of a partner
Status: in_force

45-10.2-63. (702) Transfer of the transferable interest of a partner

1. A transfer, in whole or in part, of the transferable interest of a partner:

a. Is permissible;

b. Does not by itself cause the dissociation of a partner or a dissolution and winding

up of the activities of the limited partnership; and

c. Does not, as against the other partners or the limited partnership, entitle the

transferee:

(1) To participate in the management or conduct of the activities of the limited

partnership;

(2) To require access to information concerning the transactions of the limited

partnership except as otherwise provided in subsection 3; or

(3) To inspect or copy the required information or the other records of the

limited partnership.

2. A transferee has a right to receive, in accordance with the transfer:

a. Distributions to which the transferor would otherwise be entitled; and

b. Upon the dissolution and winding up of the activities of the limited partnership the

net amount otherwise distributable to the transferor.

3. In a dissolution and winding up, a transferee is entitled to an account of the

transactions of the limited partnership only from the date of dissolution.

4. Upon transfer, the transferor retains the rights of a partner other than the interest in

distributions transferred and retains all duties and obligations of a partner.

5. A limited partnership need not give effect to the rights of a transferee under this

section until the limited partnership has notice of the transfer.

6. A transfer of the transferable interest of a partner in the limited partnership in violation

of a restriction on transfer contained in the partnership agreement is ineffective as to a

person having notice of the restriction at the time of transfer.

7. A transferee that becomes a partner with respect to a transferable interest is liable for

the obligations of the transferor under sections 45-10.2-47 and 45-10.2-54. However,

the transferee is not obligated for liabilities unknown to the transferee at the time the

transferee became a partner.
N.D. Cent. Code § 45-10.2-34 — ND Code / Title 45 / Chapter 45-10.2 / Section 45-10.2-34
45-10.2-34. (304) Right of limited partner and former limited partner to information
Status: in_force

45-10.2-34. (304) Right of limited partner and former limited partner to information

1. On ten days' demand, made in a record received by the limited partnership, a limited

partner may inspect and copy required information during regular business hours in

the principal executive office of the limited partnership. The limited partner need not

have any particular purpose for seeking the information.

2. During regular business hours and at a reasonable location specified by the limited

partnership, a limited partner may obtain from the limited partnership and inspect and

copy true and full information regarding the state of the activities and financial

condition of the limited partnership and other information regarding the activities of the

limited partnership as is just and reasonable if:

a. The limited partner seeks the information for a purpose reasonably related to an

interest as a limited partner;

b. The limited partner makes a demand in a record received by the limited

partnership, describing with reasonable particularity the information sought and

the purpose for seeking the information; and

c. The information sought is directly connected to the purpose of the limited partner.

3. Within ten days after receiving a demand pursuant to subsection 2, the limited

partnership in a record shall inform the limited partner that made the demand:

a. What information the limited partnership will provide in response to the demand;

b. When and where the limited partnership will provide the information; and

c. If the limited partnership declines to provide any demanded information, the

reasons of the limited partnership for declining.

4. Subject to subsection 6, a person dissociated as a limited partner may inspect and

copy required information during regular business hours in the designated office of the

limited partnership if:

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

partner;

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

c. The person meets the requirements of subsection 2.

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

the same manner as provided in subsection 3.

6. If a limited partner dies, then section 45-10.2-65 applies.

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

obtained under this section. In a dispute concerning the reasonableness of a

restriction under this subsection, the limited partnership has the burden of proving

reasonableness.

8. A limited partnership may charge a person that makes a demand under this section

reasonable costs of copying, limited to the costs of labor and material.

9. Whenever this chapter or a partnership agreement provides for a limited partner to

give or withhold consent to a matter, before the consent is given or withheld, the

limited partnership shall, without demand, provide the limited partner with all

information material to the decision of the limited partner that the limited partnership

knows.

10. A limited partner or person dissociated as a limited partner may exercise the rights

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

subsection 7 or by the partnership agreement applies both to the attorney or other

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

11. The rights stated in this section do not extend to a person as transferee, but may be

exercised by the legal representative of an individual under legal disability who is a

limited partner or person dissociated as a limited partner.
N.D. Cent. Code § 45-22-16 — ND Code / Title 45 / Chapter 45-22 / Section 45-22-16
45-22-16. Secretary of state - Revocation of registration
Status: in_force

45-22-16. Secretary of state - Revocation of registration

1. The registration of a limited liability partnership or foreign limited liability partnership

may be revoked by the secretary of state if:

a. The limited liability partnership or foreign limited liability partnership fails:

(1) To appoint and maintain a registered agent and registered office as provided

in chapter 10-01.1;

(2) To file any amendment to the registration of the limited liability partnership or

foreign limited liability partnership as required to be filed pursuant to

subdivision b or c of subsection 4 of section 45-22-03;

(3) Fails to file a merger as required to be filed pursuant to subdivision d of

subsection 4 of section 45-22-03; or

(4) Fails to file a withdrawal statement or cancellation of its registration if the

foreign limited liability partnership's existence expires, it is dissolved, or it

ceases to exist in the jurisdiction of origin.

b. An intentional misrepresentation is made in any material matter in any

registration, report, affidavit, or other document submitted by the limited liability

partnership or foreign limited liability partnership pursuant to this chapter.

2. Except for revocation of the registration for failure to file the annual report as provided

in section 45-22-21.1, the secretary of state may not revoke the registration of a limited

liability partnership or foreign limited liability partnership unless:

a. The secretary of state gave the limited liability partnership or foreign limited

liability partnership at least sixty days' notice of the reason for the pending

revocation by mail addressed to the registered agent of the limited liability

partnership or foreign limited liability partnership at the registered office or, if the

limited liability partnership or foreign limited liability partnership fails to appoint

and maintain a registered agent in this state, by mail addressed to its principal

executive office; and

b. During the sixty-day period, the limited liability partnership or foreign limited

liability partnership fails:

(1) To appoint and maintain a registered agent as provided in chapter 10-01.1;

(2) To file the report of change regarding the name or business address of the

registered agent;

(3) To file any amendment to the registration of the limited liability partnership or

foreign limited liability partnership required to be filed pursuant to

subdivision b or c of subsection 4 of section 45-22-03; or

(4) To correct the misrepresentation.

3. Upon the expiration of the sixty-day period without the limited liability partnership or

foreign limited liability partnership curing the reason for the pending revocation set

forth in the notice, the registration is revoked. The secretary of state shall note the

revocation in the records of the secretary of state and shall give notice of the

revocation to the limited liability partnership or foreign limited liability partnership.

Notice by the secretary of state must be mailed to the last registered agent at the last

registered office. If the limited liability partnership or foreign limited liability partnership

failed to appoint and maintain a registered office in this state, the notice must be

mailed to its principal executive office.
N.D. Cent. Code § 45-11-04.1 — ND Code / Title 45 / Chapter 45-11 / Section 45-11-04.1
45-11-04.1. Renewal
Status: in_force

45-11-04.1. Renewal

A fictitious name certificate filed under this chapter must be renewed every five years from

the date of the initial filing. The statement of renewal must be executed by the partnership on

forms prescribed by the secretary of state. The statement must include the fictitious name of the

partnership, the state or country of organization, the address of the principal place of business,

a brief description of the nature of business in which the partnership is engaged in this state, the

names and addresses of all general partners, and a statement that the partnership is still in

existence and continues to transact business in this state. If the secretary of state finds that the

statement conforms to the requirements of this section, and the filing fee of twenty-five dollars

has been paid, the secretary of state shall file the statement. If the secretary of state finds that it

does not so conform, the secretary of state shall promptly return the statement to the

partnership for any necessary corrections, in which event, the fictitious name certificate is

subject to cancellation if the statement is not returned corrected within thirty days after the

statement was returned for corrections. If the statement of renewal reflects a change of

membership, the statement of renewal may not be filed until payment of the fees required for

these changes are paid as required by section 45-11-05.1. The secretary of state shall provide

notice sent to the address of the principal place of business at least ninety days before the

deadline for filing the state of renewal. If a partnership fails to file the statement of renewal when

due, the fictitious name certificate must be canceled by the secretary of state and notice of the

cancellation must be mailed to the address of the principal place of business.
N.D. Cent. Code § 45-16-06 — ND Code / Title 45 / Chapter 45-16 / Section 45-16-06
45-16-06. (406) Continuation of partnership beyond definite term or particular undertaking
Status: in_force

45-16-06. (406) Continuation of partnership beyond definite term or particular

undertaking.

1. If a partnership for a definite term or particular undertaking is continued, without an

express agreement, after the expiration of the term or completion of the undertaking,

the rights and duties of the partners remain the same as they were at the expiration or

completion, so far as is consistent with a partnership at will.

2. If the partners, or those of them who habitually acted in the business during the term

or undertaking, continue the business without any settlement or liquidation of the

partnership, they are presumed to have agreed that the partnership will continue.
N.D. Cent. Code § 45-11-03.1 — ND Code / Title 45 / Chapter 45-11 / Section 45-11-03.1
45-11-03.1. Registration of general partner
Status: in_force

45-11-03.1. Registration of general partner

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

filing a fictitious name certificate whenever that general partner is either a domestic or foreign:

1. Corporation;

2. Limited liability company;

3. Limited partnership;

4. General partnership using a fictitious name; or

5. Any other organization that has a registration responsibility with the secretary of state.
N.D. Cent. Code § 45-22-08.1 — ND Code / Title 45 / Chapter 45-22 / Section 45-22-08.1
45-22-08.1. Partner liability
Status: in_force

45-22-08.1. Partner liability

1. An obligation of a partnership incurred while the partnership is a domestic limited

liability partnership, whether arising in contract, tort, or otherwise, is solely the

obligation of the domestic limited liability partnership.

2. A partner is not personally liable, directly or indirectly, including by way of

indemnification, contribution, or otherwise under section 45-19-03, 45-20-06, 45-20-07,

45-21-03, or 45-21-06 or any other basis of law, for an obligation under this section

solely by reason of being a partner or acting as a partner.

3. This section applies notwithstanding any inconsistent provision in the partnership

agreement.

4. This section does not limit or impair the right of a domestic limited liability partnership

or the domestic limited liability partnership's partners to make claims against any

particular partner on the grounds that the particular partner has, in the partner's

capacity as a partner, breached a duty to a domestic limited liability partnership.
N.D. Cent. Code § 45-10.2-50 — ND Code / Title 45 / Chapter 45-10.2 / Section 45-10.2-50
45-10.2-50. (505) No distribution on account of dissociation
Status: in_force

45-10.2-50. (505) No distribution on account of dissociation

A person does not have a right to receive a distribution on account of dissociation.
N.D. Cent. Code § 45-12-04 — ND Code / Title 45 / Chapter 45-12 / Section 45-12-04
45-12-04. Citation
Status: repealed

45-12-04. Citation

Repealed by S.L. 1995, ch. 430, § 12.
N.D. Cent. Code § 45-10.2-05 — ND Code / Title 45 / Chapter 45-10.2 / Section 45-10.2-05
45-10.2-05. Legal recognition of electronic records and electronic signatures
Status: in_force

45-10.2-05. 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, then an electronic record satisfies the

requirement;

4. If a provision requires a signature, then 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 any provision of chapter 9-16.
N.D. Cent. Code § 45-10.2-45 — ND Code / Title 45 / Chapter 45-10.2 / Section 45-10.2-45
45-10.2-45. (409) Transfer of partnership property
Status: in_force

45-10.2-45. (409) Transfer of partnership property

1. Subject to the effect of a notification effective under subsections 4 and 9 of section

45-10.2-06, property held in the name of a limited partnership may be transferred by a

record of transfer signed by a general partner in the limited partnership name.

2. If a transfer has been made to an initial transferee through a record of transfer

effective under subsection 1, a limited partnership may recover the transferred limited

partnership property:

a. From a transferee only if the limited partnership proves that signing the record of

initial transfer did not bind the partnership under section 45-10.2-38; and

b. As to a subsequent transferee who gave value for the property, only if the limited

partnership proves that the subsequent transferee knew or had received a

notification that the person that signed the record 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. This section does not affect the power of a person dissociated as a general partner to

bind a limited partnership under subsection 1 of section 45-10.2-60 and subsection 2

of section 45-10.2-70.
N.D. Cent. Code § 45-17-02 — ND Code / Title 45 / Chapter 45-17 / Section 45-17-02
45-17-02. (502) Partner's transferable interest in partnership
Status: in_force

45-17-02. (502) Partner's transferable interest in partnership

The only transferable interest of a partner in the partnership is the partner's share of the

profits and losses of the partnership and the partner's right to receive distributions. The interest

is personal property.
N.D. Cent. Code § 45-10.2-65 — ND Code / Title 45 / Chapter 45-10.2 / Section 45-10.2-65
45-10.2-65. (704) Power of estate of deceased partner
Status: in_force

45-10.2-65. (704) Power of estate of deceased partner

If a partner dies, then the personal representative or other legal representative of the

deceased partner may exercise the rights of a transferee as provided in section 45-10.2-63 and,

for the purposes of settling the estate, may exercise the rights of a current limited partner under

section 45-10.2-34.
N.D. Cent. Code § 45-13-03 — ND Code / Title 45 / Chapter 45-13 / Section 45-13-03
45-13-03. (103) Effect of partnership agreement - Nonwaivable provisions
Status: in_force

45-13-03. (103) Effect of partnership agreement - Nonwaivable provisions

1. Except as otherwise provided in subsection 2, relations among the partners and

between the partners and the partnership are governed by the partnership agreement.

To the extent the partnership agreement does not otherwise provide, chapters 45-13

through 45-21 govern relations among the partners and between the partners and the

partnership.

2. The partnership agreement may not:

a. Vary the rights and duties under section 45-13-05 except to eliminate the duty to

provide copies of statements to all of the partners;

b. Unreasonably restrict the right of access to books and records under

subsection 2 of section 45-16-03;

c. Eliminate the duty of loyalty under subsection 2 of section 45-16-04 or

subdivision c of subsection 2 of section 45-18-03, but:

(1) The partnership agreement may identify specific types or categories of

activities that do not violate the duty of loyalty, if not manifestly

unreasonable; or

(2) All of the partners or a number or percentage specified in the partnership

agreement may authorize or ratify, after full disclosure of all material facts, a

specific act or transaction that otherwise would violate the duty of loyalty;

d. Unreasonably reduce the duty of care under subsection 3 of section 45-16-04 or

subdivision c of subsection 2 of section 45-18-03;

e. Eliminate the obligation of good faith and fair dealing under subsection 4 of

section 45-16-04, 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;

f. Vary the power to dissociate as a partner under subsection 1 of section 45-18-02,

except to require the notice under subsection 1 of section 45-18-01 to be in

writing;

g. Vary the right of a court to expel a partner in the events specified in subsection 5

of section 45-18-01;

h. Vary the requirement to wind up the partnership business in cases specified in

subsection 4, 5, or 6 of section 45-20-01;

i. Vary the law applicable to a limited liability partnership under chapter 45-22; or

j. Restrict rights of third parties under chapters 45-13 through 45-21.
N.D. Cent. Code § 45-21-08 — ND Code / Title 45 / Chapter 45-21 / Section 45-21-08
45-21-08. (908) Nonexclusive
Status: in_force

45-21-08. (908) Nonexclusive

This chapter is not exclusive. Partnerships or limited partnerships may be converted or

merged in any other manner provided by law.
N.D. Cent. Code § 45-10.2-85 — ND Code / Title 45 / Chapter 45-10.2 / Section 45-10.2-85
45-10.2-85. Foreign limited partnership - Cancellation of certificate of authority - Effect of failure to have certificate
Status: in_force

45-10.2-85. Foreign limited partnership - Cancellation of certificate of authority -

Effect of failure to have certificate.

1. In order to cancel its certificate of authority to transact business in this state, a foreign

limited partnership must deliver to the secretary of state for filing:

a. A certified notice of cancellation duly authenticated by the proper officer of the

state or country where the cancellation was effected;

b. A certified statement of dissolution duly authenticated by the proper officer of the

state or country where the dissolution was effected; or

c. A statement of withdrawal signed by a general partner.

The certificate is canceled when the notice of cancellation, statement of dissolution, or

statement of withdrawal becomes effective under section 45-10.2-27.

2. A foreign limited partnership transacting business in this state may not maintain an

action or proceeding in this state unless it has a certificate of authority to transact

business in this state.

3. The failure of a foreign limited partnership to have a certificate of authority to transact

business in this state does not impair the validity of a contract or act of the foreign

limited partnership or prevent the foreign limited partnership from defending an action

or proceeding in this state.

4. A partner of a foreign limited partnership is not liable for the obligations of the foreign

limited partnership solely by reason that the foreign limited partnership has transacted

business in this state without a certificate of authority.

5. If a foreign limited partnership transacts business in this state without a certificate of

authority or cancels its certificate of authority, then it appoints the secretary of state as

its agent for service of process for rights of action arising out of the transaction of

business in this state.

6. A foreign limited partnership that transacts business in this state without a certificate of

authority is liable to the state for the years or parts of years during which the foreign

limited partnership transacted business in this state without the certificate of authority

in an amount equal to all fees that would have been imposed by this chapter upon that

foreign limited partnership had the foreign limited partnership duly obtained a

certificate of authority, filed all reports required by this chapter, and paid all penalties

imposed by this chapter. The attorney general shall bring proceedings to recover all

amounts due this state under this section.

7. A foreign limited partnership that transacts business in this state without a certificate of

authority is subject to a civil penalty, payable to the state, not to exceed five thousand

dollars. Each general partner and each agent who authorizes, directs, or participates

in the transaction of business in this state on behalf of a foreign limited partnership that

has not obtained a certificate of authority is subject to a civil penalty, payable to the

state, not to exceed one thousand dollars.

8. The civil penalties set forth in subsection 7 may be recovered in an action brought

within the district court of Burleigh County by the attorney general. Upon a finding by

the court that a foreign limited partnership or any of the general partners or agents of

the foreign limited partnership have transacted business in this state in violation of this

chapter, the court shall issue, in addition to the imposition of a civil penalty, an

injunction restraining the further transaction of the business of the foreign limited

partnership and further exercise of any rights and privileges by the foreign limited

partnership in this state. The foreign limited partnership must be enjoined from

transacting business in this state until all civil penalties plus any interest and court

costs that the court may assess have been paid and until the foreign limited

partnership has otherwise complied with the provisions of this chapter.
N.D. Cent. Code § 45-10.2-71 — ND Code / Title 45 / Chapter 45-10.2 / Section 45-10.2-71
45-10.2-71. (805) Liability after dissolution of general partner and person dissociated as general partner to limited partnership, other general partners, and persons dissociated as general partner
Status: in_force

45-10.2-71. (805) Liability after dissolution of general partner and person dissociated

as general partner to limited partnership, other general partners, and persons

dissociated as general partner.

1. If a general partner having knowledge of the dissolution causes a limited partnership to

incur an obligation under subsection 1 of section 45-10.2-70 by an act that is not

appropriate for winding up the activities of the partnership, then the general partner is

liable:

a. To the limited partnership for any damage caused to the limited partnership

arising from the obligation; and

b. If another general partner or a person dissociated as a general partner is liable

for the obligation, then to that other general partner or person for any damage

caused to that other general partner or person arising from the liability.

2. If a person dissociated as a general partner causes a limited partnership to incur an

obligation under subsection 2 of section 45-10.2-70, then the person is liable:

a. To the limited partnership for any damage caused to the limited partnership

arising from the obligation; 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 § 45-22-07 — ND Code / Title 45 / Chapter 45-22 / Section 45-22-07
45-22-07. Unauthorized assumption of limited liability partnership powers - Liability
Status: in_force

45-22-07. Unauthorized assumption of limited liability partnership powers - Liability

A person who assumes to act as a limited liability partnership knowing that a registration is

not in effect is jointly and severally liable for all debts and liabilities incurred or arising as a

result.
N.D. Cent. Code § 45-15-04 — ND Code / Title 45 / Chapter 45-15 / Section 45-15-04
45-15-04. (304) Statement of denial
Status: in_force

45-15-04. (304) Statement of denial

A partner or other person named as a partner in a filed statement of partnership authority

may file with the secretary of state, along with the fees provided in section 45-13-05, a

statement of denial stating the name of the partnership and the fact that is being denied, which

may include denial of a person's authority or status as a partner. A statement of denial is a

limitation on authority as provided in subsections 3 and 4 of section 45-15-03.
N.D. Cent. Code § 45-10.2-86 — ND Code / Title 45 / Chapter 45-10.2 / Section 45-10.2-86
45-10.2-86. (903) Foreign limited partnership - Activities not constituting transacting business
Status: in_force

45-10.2-86. (903) Foreign limited partnership - Activities not constituting transacting

business.

1. Activities of a foreign limited partnership which do not constitute transacting business

in this state within the meaning of this chapter include:

a. Maintaining, defending, and settling an action or proceeding;

b. Holding a meeting of its partners or carrying on any other activity concerning its

internal affairs;

c. Maintaining accounts in financial institutions;

d. Maintaining offices or agencies for the transfer, exchange, and registration of the

securities of the foreign limited partnership or maintaining trustees or depositories

with respect to those securities;

e. Selling through independent contractors;

f. Soliciting or obtaining orders, whether by mail or electronic means or through

employees or agents or otherwise, if the orders require acceptance outside this

state before they become contracts;

g. Creating or acquiring indebtedness, mortgages, or security interests in real or

personal property;

h. Securing or collecting debts or enforcing mortgages or other security interests in

property securing the debts, and holding, protecting, and maintaining property so

acquired;

i. Conducting an isolated transaction that is completed within thirty days and is not

one in the course of similar transactions of a like manner; and

j. Transacting business in interstate commerce.

2. For purposes of this section, the ownership in this state of income-producing real

property or tangible personal property, other than property excluded under

subsection 1, constitutes transacting business in this state.

3. This section does not apply in determining the contacts or activities that may subject a

foreign limited partnership to service of process, taxation, or regulation under any

other law of this state.
N.D. Cent. Code § 45-10.2-74 — ND Code / Title 45 / Chapter 45-10.2 / Section 45-10.2-74
45-10.2-74. (808) Liability of general partner and person dissociated as general partner when claim against limited partnership barred
Status: in_force

45-10.2-74. (808) Liability of general partner and person dissociated as general

partner when claim against limited partnership barred.

If a claim against a dissolved limited partnership is barred under section 45-10.2-72 or

45-10.2-73, then any corresponding claim under section 45-10.2-40 is also barred.
N.D. Cent. Code § 45-10.2-88 — ND Code / Title 45 / Chapter 45-10.2 / Section 45-10.2-88
45-10.2-88. (908) Foreign limited partnership - Action by attorney general
Status: in_force

45-10.2-88. (908) Foreign limited partnership - Action by attorney general

The attorney general may maintain an action to restrain a foreign limited partnership from

transacting business in this state in violation of this chapter.
N.D. Cent. Code § 45-13-04 — ND Code / Title 45 / Chapter 45-13 / Section 45-13-04
45-13-04. (104) Supplemental principles of law
Status: in_force

45-13-04. (104) Supplemental principles of law

1. Unless displaced by particular provisions of chapters 45-13 through 45-21, the

principles of law and equity supplement chapters 45-13 through 45-21.

2. If an obligation to pay interest arises under chapters 45-13 through 45-21 and the rate

is not specified, the rate is that specified in section 47-14-05.
N.D. Cent. Code § 45-10.2-40 — ND Code / Title 45 / Chapter 45-10.2 / Section 45-10.2-40
45-10.2-40. (404) Liability of general partner
Status: in_force

45-10.2-40. (404) Liability of general partner

1. Except as otherwise provided in subsections 2 and 3, all general partners are liable

jointly and severally for all obligations of the limited partnership unless otherwise

agreed by the claimant or provided by law.

2. A person that becomes a general partner of an existing limited partnership is not

personally liable for an obligation of a limited partnership incurred before the person

became a general partner.

3. An obligation of a limited partnership incurred while the limited partnership is a limited

liability limited partnership, whether arising in contract, tort, or otherwise, is solely the

obligation of the limited partnership.

a. A general partner is not personally liable, directly or indirectly, by way of

contribution or otherwise, for such an obligation solely by reason of being or

acting as a general partner.

b. This subsection applies despite anything inconsistent in the partnership

agreement that existed immediately before the consent required under

subdivision b of subsection 2 of section 45-10.2-42 to become a limited liability

limited partnership pursuant to chapter 45-23.
N.D. Cent. Code § 45-18-02 — ND Code / Title 45 / Chapter 45-18 / Section 45-18-02
45-18-02. (602) Partner's power to dissociate - Wrongful dissociation
Status: in_force

45-18-02. (602) Partner's power to dissociate - Wrongful dissociation

1. A partner has the power to dissociate at any time, rightfully or wrongfully, by express

will pursuant to subsection 1 of section 45-18-01.

2. A partner's dissociation is wrongful only if:

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

b. In the case of a partnership for a definite term or particular undertaking, before

the expiration of the term or the completion of the undertaking:

(1) The partner withdraws by express will, unless the withdrawal follows within

ninety days after another partner's dissociation by death or otherwise under

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

this subsection;

(2) The partner is expelled by judicial determination under subsection 5 of

section 45-18-01;

(3) The partner is dissociated by becoming a debtor in bankruptcy; or

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

trust, or estate, the partner is expelled or otherwise dissociated because it

willfully dissolved or terminated.

3. A partner who wrongfully dissociates is liable to the partnership and to the other

partners for damages caused by the dissociation. The liability is in addition to any

other obligation of the partner to the partnership or to the other partners.