Research About Meet PRIA

Support Data Sources Privacy Policy Terms of Servicehello@policyrisk.com

© 2026 PRIA Technologies, LLC. All rights reserved.

PRIA provides educational policy intelligence and is not a source of investment, legal, or financial advice. Content is for informational purposes only.

™

Your Policy Risk Impact Agent

Research

At My Address
Federal Courts
Daily Briefings
Medicare & Social Security
Policy Risk Index
Congressional Bills
Federal Register
Tariffs
Fed Decisions & The Economy
State Tracker
World Watch
U.S. Code
U.S. Constitution
Aliens

Knowledge

Search Polipedia
Daily Briefings
Calculators
Policy Risk Index
What is Policy Risk?
The Countdown

Company

About PRIA
Support

Get PRIA

Support Data Sources Privacy Policy Terms of Service

hello@policyrisk.com

© 2026 PRIA Technologies, LLC. All rights reserved.

PRIA is a trademark of PRIA Technologies, LLC.

PRIA provides educational policy intelligence and is not a source of investment, legal, or financial advice. Content is for informational purposes only.

North Dakota Statutes, Title 45

™

Your Policy Risk Impact Agent

North Dakota/Statutes

← All North Dakota coverage

Title 45, Partnerships

25 chapters · 243 sections in this title.

All chapters in Title 45243 Ch 45-10.2, Uniform Limited Partnership Act118 Ch 45-22, Limited Liability Partnerships31 Ch 45-11, Fictitious Partnership Name16 Ch 45-21, Conversions and Mergers13 Ch 45-13, Partnerships in General11 Ch 45-15, Relations of Partners to Persons Dea…10 Ch 45-23, Limited Liability Limited Partnership10 Ch 45-16, Relations of Partners to Each Other …8 Ch 45-20, Winding Up Partnership Business8 Ch 45-19, Partner's Dissociation When Business…5 Ch 45-14, Nature of Partnership4 Ch 45-17, Transferees and Creditors of Partner4 Ch 45-18, Partner's Dissociation3 Ch 45-12, Application of Law2

243 sections·Filtered byTitle 45✕

N.D.C.C. § 45-10.2-112 Secretary of state - Certificates and certified copies to be received in evidence
0.9K chars
1. All copies of records 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 seal …
N.D.C.C. § 45-10.2-113 Secretary of state - Confidential records
0.3K chars
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. § 45-10.2-114 Secretary of state - Forms to be furnished by the secretary of state
0.3K chars
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…
N.D.C.C. § 45-10.2-115 Audit reports and audit of limited partnerships receiving state subsidies for production of alcohol or methanol for combination with gasoline

Showing 151–200 of 243

Page 4 of 5

← Previous Next →

0.9K chars

Any limited partnership or foreign limited 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 b…

N.D.C.C. § 45-10.2-116 (1201) Uniformity of application and construction

0.2K chars

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.

N.D.C.C. § 45-10.2-117 (1203) Relation to Electronic Signatures in Global and National Commerce Act

0.3K chars

This chapter modifies, limits, or supersedes the federal Electronic Signatures in Global and National Commerce Act [15 U.S.C. 7001 et seq.] but this chapter does not modify, limit, or supersede section 101 of that Act or authorize electronic delivery of any of the notices describ…

N.D.C.C. § 45-10.2-12 (110) Effect of partnership agreement and nonwaivable provisions

2.8K chars

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 …

N.D.C.C. § 45-10.2-13 (111) Required information

2.0K chars

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…

N.D.C.C. § 45-10.2-14 (112) Business transactions of partner with partnership

0.2K chars

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.

N.D.C.C. § 45-10.2-15 (113) Dual capacity

0.6K chars

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…

N.D.C.C. § 45-10.2-16 Registration of general partner

0.6K chars

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…

N.D.C.C. § 45-10.2-17 Registered office - Registered agent

0.2K chars

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.

N.D.C.C. § 45-10.2-18 Change of registered office or agent - Resignation of registered agent - Change of name or address of registered agent

0.3K chars

1. A limited partnership may change its registered office, change its registered agent, or state a change in the name of the registered agent as provided in chapter 10-01.1. 2. A registered agent of a limited partnership may resign as provided in chapter 10-01.1.

N.D.C.C. § 45-10.2-19 Action without a meeting

1.9K chars

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 …

N.D.C.C. § 45-10.2-20 Remote communications for partner meetings

3.2K chars

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…

N.D.C.C. § 45-10.2-21 Consent and proxies of partners

5.9K chars

1. At or before the meeting for which the appointment is to be effective, a partner may cast or authorize the casting of a vote: a. By filing with a partner or agent authorized to tabulate votes a written appointment of a proxy which is signed by the partner. b. By remote communi…

N.D.C.C. § 45-10.2-22 Acceptance of partner act by the limited partnership

2.7K chars

1. If the name signed on a vote, consent, waiver, or proxy appointment corresponds to the record name of a partner, then the limited partnership if acting in good faith may accept the vote, consent, waiver, or proxy appointment and give it effect as the act of the partner. 2. Unl…

N.D.C.C. § 45-10.2-23 (201) Formation of limited partnership and certificate of limited partnership

1.9K chars

1. In order for a limited partnership to be formed, a certificate of limited partnership must be filed with the secretary of state. a. The certificate must state: (1) The name of the limited partnership, which must comply with section 45-10.2-10; (2) The general character of its …

N.D.C.C. § 45-10.2-24 (202) Amendment or restatement of certificate

2.7K chars

1. In order to amend its certificate of limited partnership, a limited partnership must deliver to the secretary of state for filing an amendment or, pursuant to sections 45-10.2-100 through 45-10.2-106, articles of merger stating: a. The name of the limited partnership; and b. T…

N.D.C.C. § 45-10.2-25 (204) Signing of records

3.4K chars

1. Each record delivered to the secretary of state for filing pursuant to this chapter must be signed in the following manner: a. An initial certificate of limited partnership must be signed by all general partners listed in the certificate. b. An amendment to the certificate of …

N.D.C.C. § 45-10.2-26 (205) Signing and filing pursuant to judicial order

0.8K chars

1. If a person required by this chapter to sign a record or deliver a record to the secretary of state for filing does not do so, then any other person that is aggrieved may petition the district court to order: a. The person to sign the record and deliver the record to the secre…

N.D.C.C. § 45-10.2-27 (206) Delivery to and filing of records by secretary of state and effective date

1.9K chars

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. § 45-10.2-28 Correcting a filed record

1.8K chars

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. § 45-10.2-29 (208) Liability for false information in filed record

0.9K chars

If a record delivered to the secretary of state for filing under this chapter and filed by the secretary of state contains false information, then a person that suffers loss by reliance on the information may recover damages for the loss from: 1. A person that signed the record, …

N.D.C.C. § 45-10.2-30 (209) Certificate of existence or authorization

1.6K chars

1. The secretary of state, upon request and payment of the fee provided in section 45-10.2-109, shall furnish a certificate of existence for a limited partnership if the records filed in the office of the secretary of state show that the secretary of state has filed a certificate…

N.D.C.C. § 45-10.2-31 (301) Becoming a limited partner

0.2K chars

A person becomes a limited partner: 1. As provided in the partnership agreement; 2. As the result of a conversion or merger under sections 45-10.2-94 through 45-10.2-106; or 3. With the consent of all of the partners.

N.D.C.C. § 45-10.2-32 (302) No right or power as limited partner to bind limited partnership

0.1K chars

A limited partner does not have the right or the power as a limited partner to act for or bind the limited partnership.

N.D.C.C. § 45-10.2-33 (303) No liability as limited partner for limited partnership obligation

0.4K chars

An obligation of a limited partnership, whether arising in contract, tort, or otherwise, is not the obligation of a limited partner. A limited partner is not personally liable, directly or indirectly, by way of contribution or otherwise, for an obligation of the limited partnersh…

N.D.C.C. § 45-10.2-34 (304) Right of limited partner and former limited partner to information

3.5K chars

1. On ten days' demand, made in a record received by the limited partnership, a limited partner may inspect and copy required information during regular business hours in the principal executive office of the limited partnership. The limited partner need not have any particular p…

N.D.C.C. § 45-10.2-35 (305) Limited duties of limited partners

0.6K chars

1. A limited partner does not have any fiduciary duty to the limited partnership or to any other partner solely by reason of being a limited partner. 2. A limited partner shall discharge the duties to the partnership and the other partners under this chapter or under the partners…

N.D.C.C. § 45-10.2-36 (306) Person erroneously believing self to be limited partner

1.8K chars

1. Except as otherwise provided in subsection 2, a person that makes an investment in a business enterprise and erroneously but in good faith believes that the person has become a limited partner in the enterprise is not liable for the obligations of the enterprise by reason of m…

N.D.C.C. § 45-10.2-37 (401) Becoming general partner

0.4K chars

A person becomes a general partner: 1. As provided in the partnership agreement; 2. Under subdivision b of subsection 3 of section 45-10.2-66 following the dissociation of the last general partner of a limited partnership; 3. As the result of a conversion or merger under sections…

N.D.C.C. § 45-10.2-38 (402) General partner agent of limited partnership

1.0K chars

1. Each general partner is an agent of the limited partnership for the purposes of its activities. An act of a general partner, including the signing of a record in the name of the partnership, for apparently carrying on in the ordinary course the activities of the limited partne…

N.D.C.C. § 45-10.2-39 (403) Limited partnership liable for actionable conduct of general partner

0.7K chars

1. A limited partnership is liable for loss or injury caused to a person, or for a penalty incurred, as a result of a wrongful act or omission, or other actionable conduct, of a general partner acting in the ordinary course of activities of the limited partnership or with authori…

N.D.C.C. § 45-10.2-40 (404) Liability of general partner

1.1K chars

1. Except as otherwise provided in subsections 2 and 3, all general partners are liable jointly and severally for all obligations of the limited partnership unless otherwise agreed by the claimant or provided by law. 2. A person that becomes a general partner of an existing limit…

N.D.C.C. § 45-10.2-41 (405) Actions by and against partnership and partners

1.6K chars

1. To the extent not inconsistent with section 45-10.2-40, a general partner may be joined in an action against the limited partnership or named in a separate action. 2. A judgment against a limited partnership is not by itself a judgment against a general partner. A judgment aga…

N.D.C.C. § 45-10.2-42 (406) Management rights of general partner

1.6K chars

1. Each general partner has equal rights in the management and conduct of the activities of the limited partnership. Except as expressly provided in this chapter, any matter relating to the activities of the limited partnership may be exclusively decided by the general partner or…

N.D.C.C. § 45-10.2-43 (407) Right of general partner and former general partner to information

2.8K chars

1. A general partner, without having any particular purpose for seeking the information, may inspect and copy during regular business hours: a. In the principal executive office of the limited partnership, required information; and b. At a reasonable location specified by the lim…

N.D.C.C. § 45-10.2-44 (408) General standards of conduct of general partner

1.7K chars

1. The only fiduciary duties that a general partner has to the limited partnership and the other partners are the duties of loyalty and care under subsections 2 and 3. 2. A duty of loyalty of the general partner to the limited partnership and the other partners is limited to the …

N.D.C.C. § 45-10.2-45 (409) Transfer of partnership property

1.3K chars

1. Subject to the effect of a notification effective under subsections 4 and 9 of section 45-10.2-06, property held in the name of a limited partnership may be transferred by a record of transfer signed by a general partner in the limited partnership name. 2. If a transfer has be…

N.D.C.C. § 45-10.2-46 (501) Form of contribution

0.3K chars

A contribution of a partner may consist of tangible or intangible property or other benefit to the limited partnership, including money, services performed, promissory notes, other agreements to contribute cash or property, and contracts for services to be performed.

N.D.C.C. § 45-10.2-47 (502) Liability for contribution

0.9K chars

1. The obligation of a partner to contribute money or other property or other benefit to, or to perform services for, a limited partnership is not excused by the death of a partner, disability, or other inability to perform personally. 2. If a partner does not make a promised non…

N.D.C.C. § 45-10.2-48 (503) Sharing of distributions

0.3K chars

A distribution by a limited partnership must be shared among the partners on the basis of the value, as stated in the required information when the limited partnership decides to make the distribution, of the contributions the limited partnership has received from each partner.

N.D.C.C. § 45-10.2-49 (504) Interim distributions

0.2K chars

A partner does not have a right to any distribution before the dissolution and winding up of the limited partnership unless the limited partnership decides to make an interim distribution.

N.D.C.C. § 45-10.2-50 (505) No distribution on account of dissociation

0.1K chars

A person does not have a right to receive a distribution on account of dissociation.

N.D.C.C. § 45-10.2-51 (506) Distribution in kind

0.3K chars

A partner does not have a right to demand or receive any distribution from a limited partnership in any form other than cash. Subject to subsection 2 of section 45-10.2-75, a limited partnership may distribute an asset in kind to the extent each partner receives a percentage of t…

N.D.C.C. § 45-10.2-52 (507) Right to distribution

0.5K chars

When a partner or transferee becomes entitled to receive a distribution, the partner or transferee has the status of, and is entitled to all remedies available to, a creditor of the limited partnership with respect to the distribution. However, the obligation of the limited partn…

N.D.C.C. § 45-10.2-53 (508) Limitation on distribution

2.5K chars

1. A limited partnership may not make a distribution in violation of the partnership agreement. 2. A limited partnership may not make a distribution if after the distribution: a. The limited partnership would not be able to pay its debts as they become due in the ordinary course …

N.D.C.C. § 45-10.2-54 (509) Liability for improper distributions

1.3K chars

1. A general partner that consents to a distribution made in violation of section 45-10.2-53 is personally liable to the limited partnership for the amount of the distribution which exceeds the amount that could have been distributed without the violation if it is established tha…

N.D.C.C. § 45-10.2-55 (601) Dissociation as limited partner

3.4K chars

1. A person does not have a right to dissociate as a limited partner before the termination of the limited partnership. 2. A person is dissociated from a limited partnership as a limited partner upon the occurrence of any of the following events: a. The limited partnership has no…