Title 45 — Partnerships

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…

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 …

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…

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…

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…

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…

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…

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.

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…

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…

This chapter may be cited as the North Dakota Uniform Limited Partnership Act (2001).

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…

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 …

This chapter does not affect an action commenced, proceeding brought, or right accrued before this chapter takes effect.

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…

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…

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.

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…

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…

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 …

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…

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 …

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…

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…

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…

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…

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…

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 …

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…

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…

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…

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…

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…

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 …

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…

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.

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…

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…

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…

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 …

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…