Title 45 — Partnerships
25 chapters · 216 sections in this title.
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. § 45-10.2-81 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. 45-10.2-83. Foreig…
N.D.C.C. § 45-10.2-87 Foreign limited partnership - Revocation of certificate of authority
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Repealed by S.L. 2015, ch. 86, § 24.
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…