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.
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.
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.
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.
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.