Title 45, Partnerships
25 chapters · 243 sections in this title.
N.D.C.C. § 45-23-01 Definitions
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For the purposes of this chapter, unless the context otherwise requires: 1. "Address" means: a. In case of a registered office or principal executive office, the mailing address of the actual office location which may not be only a post-office box; and b. In all other cases, the …
N.D.C.C. § 45-23-01.1 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. § 45-23-02 Applicability of chapter 45-10.2
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1. In any case not provided for in this chapter, chapter 45-10.2 governs. 2. If applying chapter 45-10.2 to a limited liability limited partnership and unless the context otherwise requires: a. All references in chapter 45-10.2 to "limited partnership" refer to "limited liability…
N.D.C.C. § 45-23-03 Limited liability limited partnership name
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1. The name of each limited liability limited partnership as set forth in the limited liability limited partnership's certificate of limited liability limited partnership: a. Must be expressed in letters or characters used in the English language as those letters or characters ap…
N.D.C.C. § 45-23-04 Limited liability limited partnership formation and conversion of a limited partnership to a limited liability limited partnership or conversion of a limited liability limited partnership to a limited partnership
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1. If a limited partnership does not exist, then a limited liability limited partnership may be formed by filing with the secretary of state, together with the fees provided in section 45-23-08, a certificate of limited liability limited partnership: a. That complies with the nam…
N.D.C.C. § 45-23-05 Effective date of formation or election under this chapter
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With respect to the date on which a limited liability limited partnership is formed or on which a limited partnership elects to be governed by this chapter: 1. If a limited partnership does not exist, then a limited liability limited partnership is formed on the later of the fili…
N.D.C.C. § 45-23-06 General partner liability
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An obligation of a limited liability limited partnership, whether arising in contract, tort, or otherwise, is solely the obligation of the limited liability limited partnership. 1. A general partner is not personally liable, directly or indirectly by way of contribution or otherw…
N.D.C.C. § 45-23-07 Foreign limited liability limited partnership
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With respect to a foreign limited liability limited partnership, in any case not provided for in this chapter, chapter 45-10.2 and section 45-23-02 shall govern.
N.D.C.C. § 45-23-08 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 liability limited partnership, one hundred ten dollars. 2. Filing a certificate of limited liability limited partnership amendment, forty dollars. 3. Filing a statement of conversion of a limi…
N.D.C.C. § 45-23-09 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…