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.
45-10.2-106. (1112) Power of general partners and persons dissociated as general partners to bind organization after conversion or merger. 1. An act of a person that immediately before a conversion or merger became effective was a general partner in a converting or constituent limited partnership binds the converted or surviving organization after the conversion or merger becomes effective, if: a. Before the conversion or merger became effective, the act would have bound the converting or constituent limited partnership under section 45-10.2-38; and b. At the time the third party enters into the transaction, the third party: (1) Does not have notice of the conversion or merger; and (2) Reasonably believes that: (a) The converted or surviving organization or business is the converting or constituent limited partnership; and (b) The person is a general partner in the converting or constituent limited partnership. 2. An act of a person that before a conversion or merger became effective was dissociated as a general partner from a converting or constituent limited partnership
binds the converted or surviving organization after the conversion or merger becomes effective, if: a. Before the conversion or merger became effective, the act would have bound the converting or constituent limited partnership under section 45-10.2-38 if the person had been a general partner; and b. At the time the third party enters into the transaction, less than two years have passed since the person dissociated as a general partner and the third party: (1) Does not have notice of the dissociation; (2) Does not have notice of the conversion or merger; and (3) Reasonably believes that: (a) The converted or surviving organization or business is the converting or constituent limited partnership; and (b) The person is a general partner in the converting or constituent limited partnership. 3. If a person having knowledge of the conversion or merger causes a converted or surviving organization to incur an obligation under subsection 1 or 2, then the person is liable: a. To the converted or surviving organization for any damage caused to the organization arising from the obligation; and b. If another person is liable for the obligation, then to that other person for any damage caused to that other person arising from the liability.
45-10.2-107. Service of process on a limited partnership or foreign limited partnership and on nonresident general partners. Any process, notice, or demand required or permitted by law to be served on the limited partnership, foreign limited partnership, or general partner may be served as provided in section 10-01.1-13.
45-10.2-108. Secretary of state - Annual report of limited partnership and foreign limited partnership. 1. Each limited partnership, and each foreign limited partnership authorized to transact business in this state, shall file, within the time provided by subsection 3, an annual report setting forth: a. The name of the limited partnership or foreign limited partnership and the jurisdiction of origin. b. The address of the registered office of the limited partnership or foreign limited partnership in this state and the name of the registered agent of the limited partnership or foreign limited partnership in this state at that address. c. The address of the principal executive office of the limited partnership or foreign limited partnership. d. A brief statement of the character of the business in which the limited partnership or foreign limited partnership is actually engaged in this state. e. The name and respective address of every general partner of the limited partnership or foreign limited partnership. 2. The annual report must be submitted on forms prescribed by the secretary of state. The information provided in the annual report must be accurate as of the time of filing the report. The annual report must be signed as provided in subsection 40 of section 45-10.2-02 or a resolution approved by the affirmative vote of the required proportion or number of partners. If the limited partnership or foreign limited partnership is in the hands of a receiver or trustee, the annual report must be signed on behalf of the limited partnership or foreign limited partnership by the receiver or trustee. The secretary of state may destroy any annual reports provided for in this section after the annual report is on file for six years. 3. Except for the first annual report, the annual report of a limited partnership or foreign limited partnership must be delivered to the secretary of state before April first of each year. The first annual report of a limited partnership must be delivered before April first
of the year following the calendar year of the effective date of the limited partnership certificate and the first annual report of a foreign limited partnership must be delivered before April first of the year following the calendar year in which the certificate of authority was filed by the secretary of state. The secretary of state shall file the report if the report conforms to the requirements of subsection 2. a. If the report does not conform, then the report must be returned to the limited partnership or foreign limited partnership for any necessary corrections. b. If the report is filed before the deadlines provided in this subsection, then penalties for the failure to file a report within the time provided do not apply if the report is corrected to conform to the requirements of subsection 2 and returned to the secretary of state within thirty days after the annual report was returned by the secretary of state for correction. 4. After the date established under subsection 3, the secretary of state shall notify any limited partnership or foreign limited partnership failing to file an annual report that the certificate of limited partnership or certificate of authority of a foreign limited partnership is not in good standing and that the certificate of the limited partnership or the certificate of authority of the foreign limited partnership may be dissolved or revoked pursuant to subsection 5. a. The secretary of state must mail notice of dissolution or revocation to the last registered agent at the last registered office. b. If the limited partnership or foreign limited partnership files an annual report after the notice is mailed, then the secretary of state will restore the certificate or certificate of authority of the limited partnership or foreign limited partnership to good standing. 5. A limited partnership that does not file an annual report, within six months after the date established in subsection 3, ceases to exist and is considered involuntarily dissolved by operation of law. a. The secretary of state shall note the dissolution of the certificate of limited partnership on the records of the secretary of state and shall give notice of the action to the dissolved limited partnership. b. Notice by the secretary of state must be mailed to the last registered agent at the last registered office of the limited partnership. 6. A foreign limited partnership that does not file an annual report, within six months after the date established by subsection 3, forfeits the right to transact business in this state. a. The secretary of state shall note the revocation of the certificate of authority of the foreign limited partnership on the records of the secretary of state and shall give notice of the action to the foreign limited partnership. b. Notice by the secretary of state must be mailed to the last registered agent at the last registered office of the foreign limited partnership. 7. A limited partnership that is dissolved for failure to file an annual report, or a certificate of authority of a foreign limited partnership that is forfeited for failure to file an annual report, may be reinstated by filing a past-due report, together with the statutory filing and penalty fees for an annual report and a reinstatement fee as provided in section 45-10.2-109. The fees must be paid and the report filed within one year following the involuntary dissolution or revocation. Reinstatement under this subsection does not affect the rights or liability for the time from the dissolution or revocation to the reinstatement.
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.