Title 45 — Partnerships

1. Each general partner has equal rights in the management and conduct of the activities of the limited partnership. Except as expressly provided in this chapter, any matter relating to the activities of the limited partnership may be exclusively decided by the general partner or…

1. A general partner, without having any particular purpose for seeking the information, may inspect and copy during regular business hours: a. In the principal executive office of the limited partnership, required information; and b. At a reasonable location specified by the lim…

1. The only fiduciary duties that a general partner has to the limited partnership and the other partners are the duties of loyalty and care under subsections 2 and 3. 2. A duty of loyalty of the general partner to the limited partnership and the other partners is limited to the …

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 be…

A contribution of a partner may consist of tangible or intangible property or other benefit to the limited partnership, including money, services performed, promissory notes, other agreements to contribute cash or property, and contracts for services to be performed.

1. The obligation of a partner to contribute money or other property or other benefit to, or to perform services for, a limited partnership is not excused by the death of a partner, disability, or other inability to perform personally. 2. If a partner does not make a promised non…

A distribution by a limited partnership must be shared among the partners on the basis of the value, as stated in the required information when the limited partnership decides to make the distribution, of the contributions the limited partnership has received from each partner.

A partner does not have a right to any distribution before the dissolution and winding up of the limited partnership unless the limited partnership decides to make an interim distribution.

A person does not have a right to receive a distribution on account of dissociation.

A partner does not have a right to demand or receive any distribution from a limited partnership in any form other than cash. Subject to subsection 2 of section 45-10.2-75, a limited partnership may distribute an asset in kind to the extent each partner receives a percentage of t…

When a partner or transferee becomes entitled to receive a distribution, the partner or transferee has the status of, and is entitled to all remedies available to, a creditor of the limited partnership with respect to the distribution. However, the obligation of the limited partn…

1. A limited partnership may not make a distribution in violation of the partnership agreement. 2. A limited partnership may not make a distribution if after the distribution: a. The limited partnership would not be able to pay its debts as they become due in the ordinary course …

1. A general partner that consents to a distribution made in violation of section 45-10.2-53 is personally liable to the limited partnership for the amount of the distribution which exceeds the amount that could have been distributed without the violation if it is established tha…

1. A person does not have a right to dissociate as a limited partner before the termination of the limited partnership. 2. A person is dissociated from a limited partnership as a limited partner upon the occurrence of any of the following events: a. The limited partnership has no…

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 c…

A person is dissociated from a limited partnership as a general partner upon the occurrence of any of the following events: 1. The limited partnership having notice of the express will of a person to withdraw as a general partner or on a later date specified by the person; 2. An …

1. Upon the dissociation of a person as a general partner: a. The right of the person to participate as a general partner in the management and conduct of the activities of the partnership terminates; b. The duty of loyalty of the person as a general partner under subdivision c o…

1. The dissociation of a person as a general partner does not of itself discharge the liability of a person as a general partner for an obligation of the limited partnership incurred before dissociation. Except as otherwise provided in subsections 2 and 3, the person is not liabl…

The only interest of a partner that is transferable is the transferable interest of the partner. A transferable interest is personal property.

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…

1. On application by a judgment creditor of a partner or of a partner's transferee, and following notice to the partnership of the application, a court of competent jurisdiction may enter a charging order against the transferable interest of the judgment debtor for the unsatisfie…

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 u…

Except as otherwise provided in section 45-10.2-67, a limited partnership is dissolved, and its activities must be wound up, only upon the occurrence of any of the following: 1. The happening of an event specified in the partnership agreement; 2. The consent of all general partne…

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.

1. A limited partnership continues after dissolution only for the purpose of winding up its activities. 2. In winding up its activities, the limited partnership: a. May: (1) Amend its certificate of limited partnership to state that the limited partnership is dissolved; (2) Prese…

A dissolved limited partnership that has completed winding up may deliver to the secretary of state for filing a statement of termination that states: 1. The name of the limited partnership; and 2. Any other information as determined by the general partners filing the statement o…

1. A dissolved limited partnership may dispose of the known claims against it by following the procedure described in subsection 2. 2. A dissolved limited partnership may notify its known claimants of the dissolution in a record. The notice must: a. Specify the information requir…

1. A dissolved limited partnership may publish notice of its dissolution and request persons having claims against the limited partnership to present them in accordance with the notice. 2. The notice must: a. Be published at least once in a newspaper of general circulation in the…

1. In winding up the activities of a limited partnership, the assets of the limited partnership, including the contributions required by this section, must be applied to satisfy the obligations to creditors of the limited partnership, including, to the extent permitted by law, pa…

1. The laws of the state or other jurisdiction under which a foreign limited partnership is organized govern relations among the partners of the foreign limited partnership and between the partners and the foreign limited partnership and the liability of partners as partners for …

1. A foreign limited partnership whose name does not comply with section 45-10.2-10 may not obtain a certificate of authority until it adopts, for the purpose of transacting business in this state, an alternate name that complies with section 45-10.2-10. A foreign limited partner…

1. A foreign limited partnership may apply for a certificate of authority to transact business or conduct activities in this state by delivering an application to the secretary of state for filing. The application must state: a. The name of the foreign limited partnership and, if…

If any statement in the application for a certificate of authority by a foreign limited partnership is false when made or becomes false due to changed circumstances, or if the foreign limited partnership changes its name or purposes sought in this state, then the foreign limited …

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. Foreig…

Repealed by S.L. 2015, ch. 86, § 24.

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…