Title 45, Partnerships
25 chapters · 243 sections in this title.
N.D.C.C. § 45-11-01 Partnership - Use of fictitious name
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1. As used in this section, "fictitious name" means a name assumed to identify a partnership and which does not include in its name: a. The true name of each organizational partner; b. The first name and surname of each partner; or c. The surname of each partner, repeating a surn…
N.D.C.C. § 45-11-02 How certificate executed - Content
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A certificate filed with the secretary of state as provided in section 45-11-01 must be signed by one or more of the general partners. The certificate must state the fictitious name, a brief description of the nature of business in which the partnership is engaged in this state, …
N.D.C.C. § 45-11-02.1 Electronic filing of fictitious name certificate
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A partnership may file a fictitious name certificate by electronic communication with the secretary of state. The following definitions apply to electronic fictitious name certificate filings with the secretary of state: 1. "Electronic" means relating to technology having electri…
N.D.C.C. § 45-11-03 Foreign partnership permitted to use fictitious name
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A commercial partnership established and transacting business in a place without the United States may use in this state the partnership name used by it there, without filing the certificate prescribed in section 45-11-01, although it is fictitious or does not show the names of t…
N.D.C.C. § 45-11-03.1 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 fictitious name certificate whenever that general partner is either a domestic or foreign: 1. Corporation; 2. Limited liability company; 3. Limited partnership; 4. General partners…
N.D.C.C. § 45-11-04 Penalty for unlawful use of fictitious name
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Persons doing business as partners contrary to the provisions of section 45-11-01 may not maintain an action on, or an account of, any contracts made or transactions had in their partnership name in any court of this state until they have filed the certificate required by section…
N.D.C.C. § 45-11-04.1 Renewal
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A fictitious name certificate filed under this chapter must be renewed every five years from the date of the initial filing. The statement of renewal must be executed by the partnership on forms prescribed by the secretary of state. The statement must include the fictitious name …
N.D.C.C. § 45-11-05 Amended certificate required when members changed
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Whenever there is a change in the general partners who are members of a partnership transacting business in this state under a fictitious name, or in a designation which does not show the names of the persons interested as general partners in the business, except in a case mentio…
N.D.C.C. § 45-11-05.1 Change of name or address of member
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1. Any member named on a fictitious name certificate that effects a name change must record that name change with the secretary of state. The secretary of state must record the name change upon the payment of twenty-five dollars and filing of the following: a. A notarized stateme…
N.D.C.C. § 45-11-06 Duty of secretary of state regarding fictitious name certificate
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The secretary of state shall keep an alphabetical file of the fictitious names filed with the secretary of state under this chapter. The secretary of state may destroy all fictitious name certificates or renewals one year after expiration.
N.D.C.C. § 45-11-07 Certified copy used as evidence
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A copy of the entry of the secretary of state relating to a partnership certificate, made as directed in section 45-11-01, when certified by the secretary of state, is presumptive evidence of the facts stated therein.
N.D.C.C. § 45-11-08 Unlawful use of fictitious partnership name
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It is unlawful for any person to transact business in the name of another person, as a partner, who is not interested in that business.
N.D.C.C. § 45-11-08.1 Principal place of business
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Each partnership which files a fictitious name certificate shall have and continuously maintain on file in the office of the secretary of state an address of the principal place of business, which must also serve as a mailing address. The address of the principal place of busines…
N.D.C.C. § 45-11-08.2 Cancellation
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The secretary of state shall cancel: 1. Any fictitious name filed before August 1, 1997, by a limited liability partnership upon written request for cancellation, from one or more partners, without a filing fee. 2. Any other fictitious name upon request for cancellation on forms …
N.D.C.C. § 45-11-09 General penalty
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Any person violating any provision of this chapter for which another penalty is not specifically set forth shall be guilty of a class A misdemeanor.
N.D.C.C. § 45-11-10 Secretary of state - Exempt records
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Any social security number or federal tax identification number disclosed or contained in any document filed with the secretary of state under this chapter is an exempt record as defined by subsection 5 of section 44-04-17.1. The secretary of state shall take reasonable precautio…