Title 45 — Partnerships
25 chapters · 216 sections in this title.
N.D.C.C. § 45-10.2-21 Consent and proxies of partners
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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
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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. § 45-10.2-24 (202) Amendment or restatement of certificate
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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
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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
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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. § 45-10.2-28 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. § 45-10.2-29 (208) Liability for false information in filed record
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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
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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
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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
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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
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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
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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
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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
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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
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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
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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
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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
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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
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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
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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
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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
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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
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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
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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
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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
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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
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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
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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
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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
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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
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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
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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
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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…
N.D.C.C. § 45-10.2-56 (602) Effect of dissociation as limited partner
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1. Upon the dissociation of a person as a limited partner: a. Subject to section 45-10.2-65, the person does not have further rights as a limited partner; b. The obligation of a person for good faith and fair dealing as a limited partner under subsection 2 of section 45-10.2-35 c…
N.D.C.C. § 45-10.2-57 (603) Dissociation as general partner
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A person is dissociated from a limited partnership as a general partner upon the occurrence of any of the following events: 1. The limited partnership having notice of the express will of a person to withdraw as a general partner or on a later date specified by the person; 2. An …
N.D.C.C. § 45-10.2-59 (605) Effect of dissociation as general partner
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1. Upon the dissociation of a person as a general partner: a. The right of the person to participate as a general partner in the management and conduct of the activities of the partnership terminates; b. The duty of loyalty of the person as a general partner under subdivision c o…
N.D.C.C. § 45-10.2-61 (607) Liability to other persons of person dissociated as general partner
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1. The dissociation of a person as a general partner does not of itself discharge the liability of a person as a general partner for an obligation of the limited partnership incurred before dissociation. Except as otherwise provided in subsections 2 and 3, the person is not liabl…
N.D.C.C. § 45-10.2-62 (701) Transferable interest of a partner
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The only interest of a partner that is transferable is the transferable interest of the partner. A transferable interest is personal property.
N.D.C.C. § 45-10.2-63 (702) Transfer of the transferable interest of a partner
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1. A transfer, in whole or in part, of the transferable interest of a partner: a. Is permissible; b. Does not by itself cause the dissociation of a partner or a dissolution and winding up of the activities of the limited partnership; and c. Does not, as against the other partners…
N.D.C.C. § 45-10.2-64 (703) Charging order
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1. On application by a judgment creditor of a partner or of a partner's transferee, and following notice to the partnership of the application, a court of competent jurisdiction may enter a charging order against the transferable interest of the judgment debtor for the unsatisfie…
N.D.C.C. § 45-10.2-65 (704) Power of estate of deceased partner
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If a partner dies, then the personal representative or other legal representative of the deceased partner may exercise the rights of a transferee as provided in section 45-10.2-63 and, for the purposes of settling the estate, may exercise the rights of a current limited partner u…
N.D.C.C. § 45-10.2-66 (801) Nonjudicial dissolution
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Except as otherwise provided in section 45-10.2-67, a limited partnership is dissolved, and its activities must be wound up, only upon the occurrence of any of the following: 1. The happening of an event specified in the partnership agreement; 2. The consent of all general partne…
N.D.C.C. § 45-10.2-67 (802) Judicial dissolution
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On application by a partner the district court may order dissolution of a limited partnership if it is not reasonably practicable to carry on the activities of the limited partnership in conformity with the partnership agreement.
N.D.C.C. § 45-10.2-68 (803) Winding up
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1. A limited partnership continues after dissolution only for the purpose of winding up its activities. 2. In winding up its activities, the limited partnership: a. May: (1) Amend its certificate of limited partnership to state that the limited partnership is dissolved; (2) Prese…
N.D.C.C. § 45-10.2-69 (203) Statement of termination
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A dissolved limited partnership that has completed winding up may deliver to the secretary of state for filing a statement of termination that states: 1. The name of the limited partnership; and 2. Any other information as determined by the general partners filing the statement o…
N.D.C.C. § 45-10.2-72 (806) Known claims against dissolved limited partnership
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1. A dissolved limited partnership may dispose of the known claims against it by following the procedure described in subsection 2. 2. A dissolved limited partnership may notify its known claimants of the dissolution in a record. The notice must: a. Specify the information requir…
N.D.C.C. § 45-10.2-73 (807) Other claims against dissolved limited partnerships
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1. A dissolved limited partnership may publish notice of its dissolution and request persons having claims against the limited partnership to present them in accordance with the notice. 2. The notice must: a. Be published at least once in a newspaper of general circulation in the…
N.D.C.C. § 45-10.2-75 (812) Disposition of assets - When contributions required
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1. In winding up the activities of a limited partnership, the assets of the limited partnership, including the contributions required by this section, must be applied to satisfy the obligations to creditors of the limited partnership, including, to the extent permitted by law, pa…
N.D.C.C. § 45-10.2-76 (901) Foreign limited partnership - Governing law
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1. The laws of the state or other jurisdiction under which a foreign limited partnership is organized govern relations among the partners of the foreign limited partnership and between the partners and the foreign limited partnership and the liability of partners as partners for …
N.D.C.C. § 45-10.2-77 (905) Foreign limited partnership - Name
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1. A foreign limited partnership whose name does not comply with section 45-10.2-10 may not obtain a certificate of authority until it adopts, for the purpose of transacting business in this state, an alternate name that complies with section 45-10.2-10. A foreign limited partner…