Title 45, Partnerships

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…

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 act…

The attorney general may maintain an action to restrain a foreign limited partnership from transacting business in this state in violation of this chapter.

1. Subject to subsection 2, a partner may maintain a direct action against the limited partnership or another partner for legal or equitable relief, with or without an accounting to the activities of the partnership, to enforce the rights and otherwise protect the interests of th…

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 brin…

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…

In a derivative action, the complaint must state with particularity: 1. The date and content of the demand of the plaintiff and the response to the demand by the general partners; or 2. Why demand should be excused as futile.

1. Except as otherwise provided in subsection 2: a. Any proceeds or other benefits of a derivative action, whether by judgment, compromise, or settlement, belong to the limited partnership and not to the derivative plaintiff; and b. If the derivative plaintiff receives any procee…

1. An organization other than a limited partnership may convert to a limited partnership, and a limited partnership may convert to another organization other than a general partnership pursuant to this section and sections 45-10.2-95 through 45-10.2-99 and a plan of conversion, i…

A plan of conversion must be in a record and must contain: 1. The name and form of the converting organization before conversion; 2. The name and form of the converted organization after conversion; 3. The terms and conditions of the conversion; 4. The manner and basis for conver…

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 convers…

1. Upon receiving the approval required by section 45-10.2-96, articles of conversion must be prepared in a record that must contain: a. A statement that the converting organization is being converted into another organization, including: (1) The name of the converting organizati…

1. If the articles of conversion have not been filed with the secretary of state, and: a. If the converting organization is a limited partnership, then subject to section 45-10.2-104 and any contractual rights, after a conversion is approved, and at any time before the effective …

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 organiza…