Title 45, Partnerships
25 chapters · 243 sections in this title.
N.D.C.C. § 45-22-17 Service of process on a limited liability partnership or a foreign limited liability partnership and on a nonresident partner
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Any process, notice, or demand required or permitted by law to be served on the limited liability partnership, the foreign limited liability partnership, or a partner may be served as provided in section 10-01.1-13.
N.D.C.C. § 45-22-18 Foreign limited liability partnership - Governing law
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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…
N.D.C.C. § 45-22-19 Foreign limited liability partnership - Transacting business and obtaining licenses and permits by a foreign limited liability partnership
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No foreign limited liability partnership may transact business in this state or obtain any license or permit required by this state until the partnership has registered with the secretary of state.
N.D.C.C. § 45-22-20 Transaction of business by a foreign limited liability partnership without registration
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1. A foreign limited liability partnership transacting business in this state may not maintain any cause of action in any court of this state until the partnership registers with the secretary of state. 2. The failure of a foreign limited liability partnership to register with th…
N.D.C.C. § 45-22-20.1 Foreign limited liability partnership - Transactions by a foreign limited liability partnership not constituting the transactions of business
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1. A foreign limited liability partnership transacting business in this state may not maintain any claim, action, suit, or proceeding in any court of this state until the foreign limited liability partnership registers with the secretary of state. 2. The failure of a foreign limi…
N.D.C.C. § 45-22-21 Foreign limited liability partnership - Transactions by a foreign limited liability partnership not constituting the transaction of business
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1. The following activities of a foreign limited liability partnership, among others, do not constitute transacting business within the meaning of this chapter: a. Maintaining, defending, or settling any proceeding. b. Holding meetings of partners or carrying on any other activit…
N.D.C.C. § 45-22-21.1 Secretary of state - Annual report of domestic limited liability partnership and foreign limited liability partnership
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1. Each domestic limited liability partnership and each foreign limited liability partnership authorized to transact business in this state shall file, within the time provided by subsection 3, an annual report setting forth: a. The name of the limited liability partnership and i…
N.D.C.C. § 45-22-22 Secretary of state - Fees and charges
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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…
N.D.C.C. § 45-22-23 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 liability partnership subject to this chapter and to any partner any interrogatory reasonably necessary and proper to ascertain whether the partnership has complied with…
N.D.C.C. § 45-22-23.1 Delivery to and filing of records by secretary of state and effective date
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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 …
N.D.C.C. § 45-22-23.2 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. § 45-22-24 Certificates and certified copies to be received in evidence
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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…
N.D.C.C. § 45-22-25 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 documents to be filed in the office of the secretary of state. However, the use of these documents, unless otherwise specifically r…
N.D.C.C. § 45-22-26 Audit reports and audit of limited liability partnerships receiving state subsidies for production of alcohol or methanol for combination with gasoline
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Any limited liability partnership that produces agricultural ethyl alcohol or methanol within this state and which receives a production subsidy from the state, whether in the form of reduced taxes or otherwise, shall submit an annual audit report, prepared by a certified public …
N.D.C.C. § 45-22-27 Foreign trade zones
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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…
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…
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. § 45-10.2-104 (1110) Restrictions on approval of conversions and mergers and on relinquishing limited liability limited partnership status
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1. If a partner of a converting or constituent limited partnership will have personal liability with respect to a converted or surviving organization, then approval and amendment of a plan of conversion or merger are ineffective without the consent of the partner, unless: a. The …
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. § 45-10.2-106 (1112) Power of general partners and persons dissociated as general partners to bind organization after conversion or merger
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1. An act of a person that immediately before a conversion or merger became effective was a general partner in a converting or constituent limited partnership binds the converted or surviving organization after the conversion or merger becomes effective, if: a. Before the convers…
N.D.C.C. § 45-10.2-107 Service of process on a limited partnership or foreign limited partnership and on nonresident general partners
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Any process, notice, or demand required or permitted by law to be served on the limited partnership, foreign limited partnership, or general partner may be served as provided in section 10-01.1-13.
N.D.C.C. § 45-10.2-108 Secretary of state - Annual report of limited partnership and foreign limited partnership
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1. Each limited partnership, and each foreign limited partnership authorized to transact business in this state, shall file, within the time provided by subsection 3, an annual report setting forth: a. The name of the limited partnership or foreign limited partnership and the jur…
N.D.C.C. § 45-10.2-108.1 Secretary of state - Involuntary dissolution - Revocation of certificate of authority
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1. With respect to involuntary dissolution of a limited partnership by the secretary of state: a. A limited partnership may be involuntarily dissolved by the secretary of state if: (1) The limited partnership has failed to appoint and maintain a registered agent and registered of…
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…