Title 45 — Partnerships
25 chapters · 216 sections in this title.
N.D.C.C. § 45-10.2-01 (101) Citation
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This chapter may be cited as the North Dakota Uniform Limited Partnership Act (2001).
N.D.C.C. § 45-10.2-02 (102) Definitions
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For the purposes of this chapter, unless the context otherwise requires: 1. "Address" means: a. In the case of a registered office or principal executive office, the mailing address, including the zip code, of the actual office location which may not be only a post-office box; an…
N.D.C.C. § 45-10.2-03 (1206) Application to existing relationships
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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 …
N.D.C.C. § 45-10.2-04 (1207) Savings clause
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This chapter does not affect an action commenced, proceeding brought, or right accrued before this chapter takes effect.
N.D.C.C. § 45-10.2-05 Legal recognition of electronic records and electronic signatures
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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 p…
N.D.C.C. § 45-10.2-06 (103) Knowledge and notice
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1. A person knows or has knowledge of a fact if the person has actual knowledge of it. A person does not know or have knowledge of a fact merely because the person has reason to know or have knowledge of the fact. 2. A person has notice of a fact if the person: a. Knows of the fa…
N.D.C.C. § 45-10.2-06.1 Reservation of legislative right
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The legislative assembly reserves the right to amend or repeal the provisions of this chapter. A limited partnership formed under or governed by this chapter is subject to this reserved right.
N.D.C.C. § 45-10.2-07 (104) Nature, purpose, and duration of entity
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1. A limited partnership is an entity distinct from its partners. 2. A limited partnership may be organized under this chapter for any lawful purpose except banking or insurance. 3. A limited partnership has a perpetual duration unless otherwise provided in its certificate of lim…
N.D.C.C. § 45-10.2-08 (105) General powers
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A limited partnership has the powers to do all things necessary or convenient to carry on its activities, including the power to sue, be sued, and defend in its own name and to maintain an action against a partner for harm caused to the limited partnership by a breach of the part…
N.D.C.C. § 45-10.2-09 (106 and 107) Governing law
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1. The law of this state governs relations among the partners of a limited partnership and between the partners and the limited partnership and the liability of partners as partners for an obligation of the limited partnership. 2. Unless displaced by particular provision of this …
N.D.C.C. § 45-10.2-10 Limited partnership name
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1. The name of each limited partnership as set forth in the certificate of limited partnership: a. Must be expressed in letters or characters used in the English language as those letters or characters appear in the American standard code for information interchange (ASCII) table…
N.D.C.C. § 45-10.2-100 (1106) Merger
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1. A limited partnership may merge with one or more other constituent organizations pursuant to this section and sections 45-10.2-101 through 45-10.2-103 and a plan of merger, if: a. The governing statute of each of the other organizations authorizes the merger; b. The merger is …
N.D.C.C. § 45-10.2-101 (1107) Plan of merger approval - Amendment and abandonment
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1. Subject to section 45-10.2-104, a plan of merger must be consented to by all the partners of a constituent limited partnership. 2. Subject to section 45-10.2-104 and any contractual rights, after a merger is approved, and at any time before a filing is made under section 45-10…
N.D.C.C. § 45-10.2-102 (1108) Articles of merger
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1. After each constituent organization has approved a merger, articles of merger must be signed on behalf of: a. Each pre-existing constituent limited partnership, by each general partner listed in the certificate of limited partnership; and b. Each other pre-existing constituent…
N.D.C.C. § 45-10.2-103 (1109) Effect of merger
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1. When a merger becomes effective: a. The surviving organization continues or comes into existence; b. Each constituent organization that merges into the surviving organization ceases to exist as a separate entity; c. All property owned by each constituent organization that ceas…
N.D.C.C. § 45-10.2-105 (1111) Liability of general partner after conversion or merger
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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 thi…
N.D.C.C. § 45-10.2-109 Secretary of state - Fees for filing records
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The secretary of state shall charge and collect for: 1. Filing a certificate of limited partnership, one hundred ten dollars. 2. Filing a limited partnership amendment, forty dollars. 3. Filing articles of conversion of a limited partnership, fifty dollars and: a. If the organiza…
N.D.C.C. § 45-10.2-11 Reserved name
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1. The exclusive right to the use of a limited partnership name otherwise permitted by section 45-10.2-10 may be reserved by any person. 2. The reservation must be made by filing with the secretary of state a request that the name be reserved. a. If the name is available for use …
N.D.C.C. § 45-10.2-110 Secretary of state - Duties
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The secretary of state shall maintain an alphabetical index of all limited partnerships and foreign limited partnerships on file with that office. All records filed with the secretary of state under this chapter must be retained in that office until the records have been committe…
N.D.C.C. § 45-10.2-111 Secretary of state - Powers - Enforcement - Penalty - Appeal
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1. The secretary of state shall administer this chapter. 2. The secretary of state may propound to any limited partnership or foreign limited partnership subject to this chapter and to any partner any interrogatory reasonably necessary and proper to ascertain whether the partners…
N.D.C.C. § 45-10.2-113 Secretary of state - Confidential records
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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 numbe…
N.D.C.C. § 45-10.2-114 Secretary of state - Forms to be furnished by the secretary of state
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Every annual report must be made on forms prescribed by the secretary of state. Upon request, the secretary of state may furnish forms for all other records to be filed in the office of the secretary of state. However, the use of these records, unless otherwise specifically requi…
N.D.C.C. § 45-10.2-116 (1201) Uniformity of application and construction
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In applying and construing this chapter, consideration must be given to the need to promote uniformity of the law with respect to its subject matter among states that enact it. 45-10.2-117. (1203) Relation to Electronic Signatures in Global and National Commerce Act. This chapter…
N.D.C.C. § 45-10.2-12 (110) Effect of partnership agreement and nonwaivable provisions
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1. Except as otherwise provided in subsection 2, the partnership agreement governs relations among the partners and between the partners and the partnership. To the extent the partnership agreement does not otherwise provide, this chapter governs relations among the partners and …
N.D.C.C. § 45-10.2-13 (111) Required information
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A limited partnership shall maintain at its principal executive office the following information: 1. A current list showing the full name and last-known street and mailing address of each partner, separately identifying the general partners, in alphabetical order, and the limited…
N.D.C.C. § 45-10.2-14 (112) Business transactions of partner with partnership
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A partner may lend money to and transact other business with the limited partnership and has the same rights and obligations with respect to the loan or other transaction as a person that is not a partner.
N.D.C.C. § 45-10.2-15 (113) Dual capacity
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A person may be both a general partner and a limited partner. 1. A person that is both a general and limited partner has the rights, powers, duties, and obligations provided by this chapter and the partnership agreement in each of those capacities. 2. When the person acts as a ge…
N.D.C.C. § 45-10.2-16 Registration of general partner
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A general partner must be registered separately with the secretary of state at the time of filing a certificate of limited partnership or the application for certificate of authority of a foreign limited partnership whenever that general partner is either a domestic or foreign: 1…
N.D.C.C. § 45-10.2-17 Registered office - Registered agent
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A limited partnership shall continuously maintain a registered agent in this state as provided by chapter 10-01.1, and if a noncommercial registered agent, the address of that noncommercial registered agent. 45-10.2-18. Change of registered office or agent - Resignation of regist…
N.D.C.C. § 45-10.2-19 Action without a meeting
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An action required or permitted to be taken or permitted to be taken at a meeting of the partners may be taken without a meeting by written action signed, or consented to by authenticated electronic communication, by all of the partners entitled to vote on that action. 1. If the …
N.D.C.C. § 45-10.2-20 Remote communications for partner meetings
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1. This section must be construed and applied to: a. Facilitate remote communication consistent with other applicable law; and b. Be consistent with reasonable practices concerning remote communication and with the continued expansion of those practices. 2. To the extent authoriz…
N.D.C.C. § 45-10.2-21 Consent and proxies of partners
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1. At or before the meeting for which the appointment is to be effective, a partner may cast or authorize the casting of a vote: a. By filing with a partner or agent authorized to tabulate votes a written appointment of a proxy which is signed by the partner. b. By remote communi…
N.D.C.C. § 45-10.2-22 Acceptance of partner act by the limited partnership
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1. If the name signed on a vote, consent, waiver, or proxy appointment corresponds to the record name of a partner, then the limited partnership if acting in good faith may accept the vote, consent, waiver, or proxy appointment and give it effect as the act of the partner. 2. Unl…
N.D.C.C. § 45-10.2-24 (202) Amendment or restatement of certificate
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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. T…
N.D.C.C. § 45-10.2-25 (204) Signing of records
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1. Each record delivered to the secretary of state for filing pursuant to this chapter must be signed in the following manner: a. An initial certificate of limited partnership must be signed by all general partners listed in the certificate. b. An amendment to the certificate of …
N.D.C.C. § 45-10.2-26 (205) Signing and filing pursuant to judicial order
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1. If a person required by this chapter to sign a record or deliver a record to the secretary of state for filing does not do so, then any other person that is aggrieved may petition the district court to order: a. The person to sign the record and deliver the record to the secre…
N.D.C.C. § 45-10.2-28 Correcting a filed record
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With respect to correction of a filed record: 1. Whenever a record authorized by this chapter to be filed with the secretary of state has been filed and inaccurately records the action referred to in the record, contains an inaccurate or erroneous statement, or was defectively or…
N.D.C.C. § 45-10.2-29 (208) Liability for false information in filed record
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If a record delivered to the secretary of state for filing under this chapter and filed by the secretary of state contains false information, then a person that suffers loss by reliance on the information may recover damages for the loss from: 1. A person that signed the record, …
N.D.C.C. § 45-10.2-30 (209) Certificate of existence or authorization
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1. The secretary of state, upon request and payment of the fee provided in section 45-10.2-109, shall furnish a certificate of existence for a limited partnership if the records filed in the office of the secretary of state show that the secretary of state has filed a certificate…
N.D.C.C. § 45-10.2-31 (301) Becoming a limited partner
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A person becomes a limited partner: 1. As provided in the partnership agreement; 2. As the result of a conversion or merger under sections 45-10.2-94 through 45-10.2-106; or 3. With the consent of all of the partners.
N.D.C.C. § 45-10.2-32 (302) No right or power as limited partner to bind limited partnership
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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.C.C. § 45-10.2-33 (303) No liability as limited partner for limited partnership obligation
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An obligation of a limited partnership, whether arising in contract, tort, or otherwise, is not the obligation of a limited partner. A limited partner is not personally liable, directly or indirectly, by way of contribution or otherwise, for an obligation of the limited partnersh…
N.D.C.C. § 45-10.2-34 (304) Right of limited partner and former limited partner to information
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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 p…
N.D.C.C. § 45-10.2-35 (305) Limited duties of limited partners
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1. A limited partner does not have any fiduciary duty to the limited partnership or to any other partner solely by reason of being a limited partner. 2. A limited partner shall discharge the duties to the partnership and the other partners under this chapter or under the partners…
N.D.C.C. § 45-10.2-36 (306) Person erroneously believing self to be limited partner
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1. Except as otherwise provided in subsection 2, a person that makes an investment in a business enterprise and erroneously but in good faith believes that the person has become a limited partner in the enterprise is not liable for the obligations of the enterprise by reason of m…
N.D.C.C. § 45-10.2-37 (401) Becoming general partner
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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…
N.D.C.C. § 45-10.2-38 (402) General partner agent of limited partnership
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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 partne…
N.D.C.C. § 45-10.2-39 (403) Limited partnership liable for actionable conduct of general partner
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1. A limited partnership is liable for loss or injury caused to a person, or for a penalty incurred, as a result of a wrongful act or omission, or other actionable conduct, of a general partner acting in the ordinary course of activities of the limited partnership or with authori…
N.D.C.C. § 45-10.2-40 (404) Liability of general partner
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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 limit…
N.D.C.C. § 45-10.2-41 (405) Actions by and against partnership and partners
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1. To the extent not inconsistent with section 45-10.2-40, a general partner may be joined in an action against the limited partnership or named in a separate action. 2. A judgment against a limited partnership is not by itself a judgment against a general partner. A judgment aga…