Title 45 — Partnerships

In 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; and b. In all other…

Repealed by S.L. 2005, ch. 100, § 156.

In any case not provided for in this chapter, chapters 45-13 through 45-21 govern. If any provision of this chapter conflicts with chapters 45-13 through 45-21, that provision of this chapter takes precedence.

1. A partnership may become a limited liability partnership pursuant to this section. a. In determining whether the underlying partnership necessary for registration as a domestic limited liability partnership has been formed, the rules set forth in section 45-14-02 apply. b. The…

1. The name of a limited liability partnership: a. Must be expressed in letters or characters in the English language as those letters or characters appear in the American standard code for information interchange (ASCII) table. b. Must contain the words "limited liability partne…

1. The exclusive right to the use of a limited liability partnership name otherwise permitted by section 45-22-04 may be reserved by any person. 2. The reservation is made by filing with the secretary of state a request that the name be reserved: a. If the name is available for u…

If a person purports to enter into a contract or other undertaking on behalf of a limited liability partnership and with intent to defraud does not disclose to the other party that part of the limited liability partnership's name that complies with subsection 1 of section 45-22-0…

A person who assumes to act as a limited liability partnership knowing that a registration is not in effect is jointly and severally liable for all debts and liabilities incurred or arising as a result.

Repealed by S.L. 1999, ch. 95, § 207.

1. An obligation of a partnership incurred while the partnership is a domestic limited liability partnership, whether arising in contract, tort, or otherwise, is solely the obligation of the domestic limited liability partnership. 2. A partner is not personally liable, directly o…

With respect to piercing the limited liability partnership shield: 1. Except as provided in subsection 2, the case law that states the conditions and circumstances under which the corporate veil or limited liability shield of a corporation may be pierced under North Dakota law al…

With respect to the liability of partners for illegal distributions: 1. Except as provided in subsection 3, a partner who receives a distribution from a domestic limited liability partnership which would have been in violation of section 10-19.1-92 had the limited liability partn…

A limited liability partnership shall continuously maintain a registered agent as provided by chapter 10-01.1 and, if a noncommercial registered agent, the address of that noncommercial registered agent in this state.

1. A limited liability partnership may change the limited liability partnership's registered office, change the limited liability partnership's registered agent, or state a change in the name of the limited liability partnership's registered agent as provided in chapter 10-01.1. …

1. A partnership may end the partnership's status as a limited liability partnership at any time by filing a withdrawal statement with the secretary of state. 2. The withdrawal statement must contain: a. With respect to a domestic limited liability partnership: (1) The name of th…

1. A dissolved limited liability partnership that is winding up affairs may continue the limited liability partnership's status as a limited liability partnership through termination by continuing to file an annual report until termination. 2. When the dissolved limited liability…

With respect to limited liability after dissolution: 1. Subject to section 45-22-14, the limited liability shield described in sections 45-22-08.1 and 45-22-09 continues in full force for the dissolved domestic limited liability partnership regardless of any dissolution, winding …

1. The registration of a limited liability partnership or foreign limited liability partnership may be revoked by the secretary of state if: a. The limited liability partnership or foreign limited liability partnership fails: (1) To appoint and maintain a registered agent and reg…

1. The laws of the foreign limited liability partnership's jurisdiction of origin govern: a. The relations among the partners of a foreign limited liability partnership, or the relations between any partner or partners of a foreign limited liability partnership and the foreign li…

1. The secretary of state shall charge and collect for: a. Filing a registration as a domestic limited liability partnership, thirty-five dollars. If there are more than two managing partners, an additional three dollars must be paid for each additional managing partner not to ex…

1. The secretary of state shall administer this chapter. 2. The secretary of state may propound to any limited liability partnership subject to this chapter and to any partner any interrogatory reasonably necessary and proper to ascertain whether the partnership has complied with…

1. A record authorized or required to be delivered to the secretary of state for filing under this chapter must be captioned to describe the purpose of the record, be in a medium permitted by the secretary of state, and be delivered to the secretary of state. If the secretary of …

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…

1. All copies of documents filed in accordance with this chapter, when certified by the secretary of state, may be taken and received in all courts, public offices, and official bodies as evidence of the facts stated. 2. A certificate by the secretary of state under the great sea…

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 documents to be filed in the office of the secretary of state. However, the use of these documents, unless otherwise specifically r…

1. As used in this section, unless the context otherwise requires: a. "Act of Congress" means the Act of Congress approved June 18, 1934, entitled an act to provide for the establishment, operation, and maintenance of foreign trade zones and ports of entry of the United States, t…