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North Dakota Statutes, Title 45

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North Dakota/Statutes

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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. § 45-10.2-56 (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. § 45-10.2-58 (604) Power of a person to dissociate as a general partner - Wrongful dissociation
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1. A person has the power to dissociate as a general partner at any time, rightfully or wrongfully, by express will pursuant to subsection 1 of section 45-10.2-57. 2. The dissociation of a person as a general partner is wrongful only if: a. It is in breach of an express provision…
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. § 45-10.2-60 (606) Power to bind and liability to limited partnership before dissolution of partnership of person dissociated as general partner

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1. After a person is dissociated as a general partner and before the limited partnership is dissolved, or is converted or merged out of existence under sections 45-10.2-94 through 45-10.2-106, the limited partnership is bound by an act of the person if: a. The act would have boun…

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. § 45-10.2-70 (804) Power of general partner and person dissociated as general partner to bind partnership after dissolution

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1. A limited partnership is bound by an act of a general partner after dissolution which: a. Is appropriate for winding up the activities of a limited partnership; or b. Would have bound the limited partnership under section 45-10.2-38 before dissolution, if, at the time the othe…

N.D.C.C. § 45-10.2-71 (805) Liability after dissolution of general partner and person dissociated as general partner to limited partnership, other general partners, and persons dissociated as general partner

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1. If a general partner having knowledge of the dissolution causes a limited partnership to incur an obligation under subsection 1 of section 45-10.2-70 by an act that is not appropriate for winding up the activities of the partnership, then the general partner is liable: a. To t…

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. § 45-10.2-74 (808) Liability of general partner and person dissociated as general partner when claim against limited partnership barred

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If a claim against a dissolved limited partnership is barred under section 45-10.2-72 or 45-10.2-73, then any corresponding claim under section 45-10.2-40 is also barred.

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…

N.D.C.C. § 45-10.2-78 Foreign limited partnership - Admission of foreign limited partnership - Transacting business - Obtaining licenses and permits

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A foreign limited partnership may not: 1. Transact business in this state or obtain any license or permit required by this state until the foreign limited partnership obtains a certificate of authority from the secretary of state. 2. Transact in this state any business that is pr…

N.D.C.C. § 45-10.2-79 (902) Foreign limited partnership - Application for certificate of authority

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1. A foreign limited partnership may apply for a certificate of authority to transact business or conduct activities in this state by delivering an application to the secretary of state for filing. The application must state: a. The name of the foreign limited partnership and, if…

N.D.C.C. § 45-10.2-80 (904) Foreign limited partnership - Filing of certificate of authority application

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If the secretary of state finds an application for a certificate of authority conforms to law and all fees have been paid, then the secretary of state shall: 1. Endorse on the application the word "filed" and the date of filing; and 2. File the application and the certificate of …

N.D.C.C. § 45-10.2-81 Foreign limited partnership - Amendments to the certificate of authority

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If any statement in the application for a certificate of authority by a foreign limited partnership is false when made or becomes false due to changed circumstances, or if the foreign limited partnership changes its name or purposes sought in this state, then the foreign limited …

N.D.C.C. § 45-10.2-82 Foreign limited partnership - Registered agent - Registered office

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A foreign limited partnership authorized to transact business in this state shall continuously maintain a registered agent as provided in chapter 10-01.1 and, if a noncommercial registered agent, the address of that noncommercial registered agent in this state.

N.D.C.C. § 45-10.2-83 Foreign limited partnership - Merger of foreign limited partnership authorized to transact business in this state

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If a foreign limited partnership authorized to transact business in this state is a party to a statutory merger permitted by the laws of the jurisdiction under which the foreign limited partnership is organized, and the foreign limited partnership is not the surviving organizatio…

N.D.C.C. § 45-10.2-84 Foreign limited partnership - Conversion of foreign limited partnership authorized to transact business in this state

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If a foreign limited partnership authorized to transact business in this state converts to another organization permitted by the laws of the jurisdiction under which the foreign limited partnership is organized, then the newly created organization resulting from the conversion sh…

N.D.C.C. § 45-10.2-85 Foreign limited partnership - Cancellation of certificate of authority - Effect of failure to have certificate

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1. In order to cancel its certificate of authority to transact business in this state, a foreign limited partnership must deliver to the secretary of state for filing: a. A certified notice of cancellation duly authenticated by the proper officer of the state or country where the…

N.D.C.C. § 45-10.2-86 (903) Foreign limited partnership - Activities not constituting transacting business

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1. Activities of a foreign limited partnership which do not constitute transacting business in this state within the meaning of this chapter include: a. Maintaining, defending, and settling an action or proceeding; b. Holding a meeting of its partners or carrying on any other act…

N.D.C.C. § 45-10.2-88 (908) Foreign limited partnership - Action by attorney general

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The attorney general may maintain an action to restrain a foreign limited partnership from transacting business in this state in violation of this chapter.

N.D.C.C. § 45-10.2-89 (1001) Direct action by partner

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1. Subject to subsection 2, a partner may maintain a direct action against the limited partnership or another partner for legal or equitable relief, with or without an accounting to the activities of the partnership, to enforce the rights and otherwise protect the interests of th…

N.D.C.C. § 45-10.2-90 (1002) Derivative action

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A partner may maintain a derivative action to enforce a right of a limited partnership if: 1. The partner first makes a demand on the general partners, requesting that they cause the limited partnership to bring an action to enforce the right, and the general partners do not brin…

N.D.C.C. § 45-10.2-91 (1003) Proper plaintiff

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A derivative action may be maintained only by a person that is a partner at the time the action is commenced and: 1. That was a partner when the conduct giving rise to the action occurred; or 2. Whose status as a partner devolved upon the person by operation of law or pursuant to…

N.D.C.C. § 45-10.2-92 (1004) Pleading

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In a derivative action, the complaint must state with particularity: 1. The date and content of the demand of the plaintiff and the response to the demand by the general partners; or 2. Why demand should be excused as futile.

N.D.C.C. § 45-10.2-93 (1005) Proceeds and expenses

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1. Except as otherwise provided in subsection 2: a. Any proceeds or other benefits of a derivative action, whether by judgment, compromise, or settlement, belong to the limited partnership and not to the derivative plaintiff; and b. If the derivative plaintiff receives any procee…

N.D.C.C. § 45-10.2-94 (1102) Conversion

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1. An organization other than a limited partnership may convert to a limited partnership, and a limited partnership may convert to another organization other than a general partnership pursuant to this section and sections 45-10.2-95 through 45-10.2-99 and a plan of conversion, i…

N.D.C.C. § 45-10.2-95 Plan of conversion

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A plan of conversion must be in a record and must contain: 1. The name and form of the converting organization before conversion; 2. The name and form of the converted organization after conversion; 3. The terms and conditions of the conversion; 4. The manner and basis for conver…

N.D.C.C. § 45-10.2-96 Plan of conversion approval and amendment

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1. If the converting organization is a limited partnership, then: a. Subject to section 45-10.2-104, a plan of conversion must be consented to by all of the partners of a converting limited partnership. b. Subject to section 45-10.2-104 and any contractual rights, after a convers…

N.D.C.C. § 45-10.2-97 Articles of conversion

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1. Upon receiving the approval required by section 45-10.2-96, articles of conversion must be prepared in a record that must contain: a. A statement that the converting organization is being converted into another organization, including: (1) The name of the converting organizati…

N.D.C.C. § 45-10.2-98 Abandonment of conversion

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1. If the articles of conversion have not been filed with the secretary of state, and: a. If the converting organization is a limited partnership, then subject to section 45-10.2-104 and any contractual rights, after a conversion is approved, and at any time before the effective …

N.D.C.C. § 45-10.2-99 Effective date of conversion - Effect

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1. A conversion is effective when the filing requirements of subsection 2 of section 45-10.2-97 have been fulfilled or on a later date specified in the articles of conversion. 2. With respect to the effect of conversion on the converting organization and on the converted organiza…