Title 45 — Partnerships

An action required 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 the action. 1. If the partnership agreement so p…

1. This section shall 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 authori…

A partner is not a co-owner of partnership property and has no interest in partnership property which can be transferred, either voluntarily or involuntarily.

The only transferable interest of a partner in the partnership is the partner's share of the profits and losses of the partnership and the partner's right to receive distributions. The interest is personal property.

1. A transfer, in whole or in part, of a partner's transferable interest in the partnership: a. Is permissible; b. Does not by itself cause the partner's dissociation or a dissolution and winding up of the partnership business; and c. Does not, as against the other partners or th…

1. On application by a judgment creditor of a partner or of a partner's transferee and following notice to the partnership of such application, a court having jurisdiction may enter a charging order against the transferable interest of the judgment debtor for the unsatisfied amou…

A partner is dissociated from a partnership upon the occurrence of any of the following events: 1. The partnership's having notice of the partner's express will to withdraw as a partner or on a later date specified by the partner. 2. An event agreed to in the partnership agreemen…

1. A partner has the power to dissociate at any time, rightfully or wrongfully, by express will pursuant to subsection 1 of section 45-18-01. 2. A partner's dissociation is wrongful only if: a. It is in breach of an express provision of the partnership agreement; or b. In the cas…

1. If a partner's dissociation results in a dissolution and winding up of the partnership business, chapter 45-20 applies, otherwise, chapter 45-19 applies. 2. Upon a partner's dissociation: a. The partner's right to participate in the management and conduct of the partnership bu…

1. If a partner is dissociated from a partnership without resulting in a dissolution and winding up of the partnership business under section 45-20-01, the partnership shall cause the dissociated partner's interest in the partnership to be purchased for a buyout price determined …

1. For two years after a partner dissociates without resulting in a dissolution and winding up of the partnership business, the partnership, including a surviving partnership under chapter 45-21, is bound by an act of the dissociated partner which would have bound the partnership…

1. A partner's dissociation does not of itself discharge the partner's liability for a partnership obligation incurred before dissociation. A dissociated partner is not liable for a partnership obligation incurred after dissociation, except as otherwise provided in subsection 2. …

1. A dissociated partner or the partnership may file with the secretary of state, along with the fees provided in section 45-13-05, a statement of dissociation stating the name of the partnership and that the partner is dissociated from the partnership. 2. A statement of dissocia…

Continued use of a partnership name, or a dissociated partner's name as part thereof, by partners continuing the business does not of itself make the dissociated partner liable for an obligation of the partners or the partnership continuing the business.

A partnership is dissolved, and its business must be wound up, only upon the occurrence of any of the following events: 1. In a partnership at will, the partnership's having notice from a partner, other than a partner who is dissociated under subsections 2 through 10 of section 4…

1. Subject to subsection 2, a partnership continues after dissolution only for the purpose of winding up its business. The partnership is terminated when the winding up of its business is completed. 2. At any time after the dissolution of a partnership and before the winding up o…

1. After dissolution, a partner who has not wrongfully dissociated may participate in winding up the partnership's business, but on application of any partner, partner's legal representative, or transferee, the district court, for good cause shown, may order judicial supervision …

Subject to section 45-20-05, a partnership is bound by a partner's act after dissolution which: 1. Is appropriate for winding up the partnership business; or 2. Would have bound the partnership under section 45-15-01 before dissolution, if the other party to the transaction did n…

1. After dissolution, a partner who has not wrongfully dissociated may file a statement of dissolution stating the name of the partnership and that the partnership has dissolved and is winding up its business. 2. A statement of dissolution cancels a filed statement of partnership…

1. Except as otherwise provided in subsection 2, after dissolution a partner is liable to the other partners for the partner's share of any partnership liability incurred under section 45-20-04. 2. A partner who, with knowledge of the dissolution, incurs a partnership liability u…

1. In winding up a partnership's business, the assets of the partnership, including the contributions of the partners required by this section, must be applied to discharge its obligations to creditors, including, to the extent permitted by law, partners who are creditors. Any su…

Title to assets remaining after payment of all debts, obligations, or liabilities and after distributions to partners may be transferred by a court in this state.

For the purposes of this chapter, unless the context otherwise requires: 1. "Certificate of creation" means: a. A certificate of incorporation, if the converted organization is a corporation deemed to be incorporated under chapter 10-19.1; b. A certificate of organization, if the…

Other organizations may not convert to a partnership. However, a partnership may convert to another organization pursuant to sections 45-21-01 through 45-21-07.1 and a plan of conversion, if: 1. The governing statute of the other organization authorizes the conversion; 2. The con…

A plan of conversion must be in a record and must include: 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…

1. If the converting organization is a partnership, then: a. A plan of conversion must be consented to by all of the partners of a converting partnership. b. Subject to any contractual rights, after a conversion is approved, and at any time before a filing is made under section 4…

1. Upon receiving the approval required by section 45-21-03, a statement 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 organizat…

1. If the statement of conversion has not been filed with the secretary of state, and: a. If the converting organization is a partnership, then subject to any contractual rights, after a conversion is approved, and at any time before the effective date of the plan, a converting p…

1. A conversion is effective when the filing requirements of subsection 2 of section 45-21-04 have been fulfilled or on a later date specified in the statement of conversion. 2. With respect to the effect of conversion on the converting organization and on the converted organizat…

1. Pursuant to a plan of merger approved as provided in subsection 3, a partnership may be merged with one or more other organizations. 2. The plan of merger must set forth: a. The name of: (1) The partnership; (2) Each other constituent organization proposing to merge; and (3) T…

1. When a merger takes effect: a. The separate existence of each constituent partnership that is a party to the merger, other than the surviving organization, ceases; b. All property owned by each of the constituent partnerships vests in the surviving organization; c. All obligat…

1. After a merger, the surviving organization may file a statement that one or more partnerships or other constituent organizations have merged into the surviving organization. 2. A statement of merger must be accompanied by the plan of merger without organizational records and m…

1. A conversion or merger under this chapter does not discharge any liability under sections 45-15-06, 45-15-07, and 45-15-08 of a person that was a general partner in or dissociated as a general partner from a converting or constituent partnership, but: a. The provisions of this…

This chapter is not exclusive. Partnerships or limited partnerships may be converted or merged in any other manner provided by law.

In 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; and b. In all other…

Repealed by S.L. 2005, ch. 100, § 156.

In any case not provided for in this chapter, chapters 45-13 through 45-21 govern. If any provision of this chapter conflicts with chapters 45-13 through 45-21, that provision of this chapter takes precedence.

1. A partnership may become a limited liability partnership pursuant to this section. a. In determining whether the underlying partnership necessary for registration as a domestic limited liability partnership has been formed, the rules set forth in section 45-14-02 apply. b. The…

1. The name of a limited liability partnership: a. Must be expressed in letters or characters in the English language as those letters or characters appear in the American standard code for information interchange (ASCII) table. b. Must contain the words "limited liability partne…

1. The exclusive right to the use of a limited liability partnership name otherwise permitted by section 45-22-04 may be reserved by any person. 2. The reservation is made by filing with the secretary of state a request that the name be reserved: a. If the name is available for u…

If a person purports to enter into a contract or other undertaking on behalf of a limited liability partnership and with intent to defraud does not disclose to the other party that part of the limited liability partnership's name that complies with subsection 1 of section 45-22-0…

A person who assumes to act as a limited liability partnership knowing that a registration is not in effect is jointly and severally liable for all debts and liabilities incurred or arising as a result.

Repealed by S.L. 1999, ch. 95, § 207.

1. An obligation of a partnership incurred while the partnership is a domestic limited liability partnership, whether arising in contract, tort, or otherwise, is solely the obligation of the domestic limited liability partnership. 2. A partner is not personally liable, directly o…

With respect to piercing the limited liability partnership shield: 1. Except as provided in subsection 2, the case law that states the conditions and circumstances under which the corporate veil or limited liability shield of a corporation may be pierced under North Dakota law al…

With respect to the liability of partners for illegal distributions: 1. Except as provided in subsection 3, a partner who receives a distribution from a domestic limited liability partnership which would have been in violation of section 10-19.1-92 had the limited liability partn…

A limited liability partnership shall continuously maintain a registered agent as provided by chapter 10-01.1 and, if a noncommercial registered agent, the address of that noncommercial registered agent in this state.

1. A limited liability partnership may change the limited liability partnership's registered office, change the limited liability partnership's registered agent, or state a change in the name of the limited liability partnership's registered agent as provided in chapter 10-01.1. …

1. A partnership may end the partnership's status as a limited liability partnership at any time by filing a withdrawal statement with the secretary of state. 2. The withdrawal statement must contain: a. With respect to a domestic limited liability partnership: (1) The name of th…

1. A dissolved limited liability partnership that is winding up affairs may continue the limited liability partnership's status as a limited liability partnership through termination by continuing to file an annual report until termination. 2. When the dissolved limited liability…