Title 45, Partnerships

A general partner must be registered separately with the secretary of state at the time of filing a fictitious name certificate whenever that general partner is either a domestic or foreign: 1. Corporation; 2. Limited liability company; 3. Limited partnership; 4. General partners…

Persons doing business as partners contrary to the provisions of section 45-11-01 may not maintain an action on, or an account of, any contracts made or transactions had in their partnership name in any court of this state until they have filed the certificate required by section…

A fictitious name certificate filed under this chapter must be renewed every five years from the date of the initial filing. The statement of renewal must be executed by the partnership on forms prescribed by the secretary of state. The statement must include the fictitious name …

Whenever there is a change in the general partners who are members of a partnership transacting business in this state under a fictitious name, or in a designation which does not show the names of the persons interested as general partners in the business, except in a case mentio…

1. Any member named on a fictitious name certificate that effects a name change must record that name change with the secretary of state. The secretary of state must record the name change upon the payment of twenty-five dollars and filing of the following: a. A notarized stateme…

The secretary of state shall keep an alphabetical file of the fictitious names filed with the secretary of state under this chapter. The secretary of state may destroy all fictitious name certificates or renewals one year after expiration.

A copy of the entry of the secretary of state relating to a partnership certificate, made as directed in section 45-11-01, when certified by the secretary of state, is presumptive evidence of the facts stated therein.

It is unlawful for any person to transact business in the name of another person, as a partner, who is not interested in that business.

Each partnership which files a fictitious name certificate shall have and continuously maintain on file in the office of the secretary of state an address of the principal place of business, which must also serve as a mailing address. The address of the principal place of busines…

The secretary of state shall cancel: 1. Any fictitious name filed before August 1, 1997, by a limited liability partnership upon written request for cancellation, from one or more partners, without a filing fee. 2. Any other fictitious name upon request for cancellation on forms …

Any person violating any provision of this chapter for which another penalty is not specifically set forth shall be guilty of a class A misdemeanor.

Any social security number or federal tax identification number disclosed or contained in any document filed with the secretary of state under this chapter is an exempt record as defined by subsection 5 of section 44-04-17.1. The secretary of state shall take reasonable precautio…

1. Except for a general partnership governed by subsection 2, a general partnership formed under any statute of this state prior to July 1, 1959, including the general partners of a special or limited partnership formed prior to July 1, 1959, are governed by the provisions of cha…

Except as affecting existing limited or special partnerships to the extent set forth in section 45-12-01, chapters 45-01, 45-02, 45-03, and 45-04 are hereby repealed.

For the purposes of chapters 45-13 through 45-21 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 pos…

For purposes of this chapter: 1. A record of signature may not be denied legal effect or enforceability solely because it is in electronic form; 2. A contract may not be denied legal effect or enforceability solely because an electronic record was used in its formation; 3. If a p…

1. A person knows a fact if the person has actual knowledge of it. A person does not know or have knowledge of a fact merely because the person has reason to know or have knowledge of the fact. 2. A person has notice of a fact if the person: a. Knows of the fact; b. Has received …

The legislative assembly reserves the right to amend or repeal the provisions of this chapter. A partnership formed under or governed by this chapter is subject to this reserved right.

1. Except as otherwise provided in subsection 2, relations among the partners and between the partners and the partnership are governed by the partnership agreement. To the extent the partnership agreement does not otherwise provide, chapters 45-13 through 45-21 govern relations …

1. Unless displaced by particular provisions of chapters 45-13 through 45-21, the principles of law and equity supplement chapters 45-13 through 45-21. 2. If an obligation to pay interest arises under chapters 45-13 through 45-21 and the rate is not specified, the rate is that sp…

1. A partnership name filed in a statement under section 45-13-05: a. Must be in the English language or in any other language expressed in English letters or characters; b. May contain the name of a partner; c. May not contain the word "corporation", "company", "incorporated", "…

1. The exclusive right to the use of a partnership name otherwise permitted by section 45-13-04.1 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 together with the fees provided in section 45-13-0…

1. A statement may be filed in the office of the secretary of state. A certified copy of a statement that is filed in an office in another state may be filed in the office of the secretary of state. Either filing has the effect provided in chapters 45-13 through 45-21 with respec…

1. Except as otherwise provided in subsection 2, the law of the jurisdiction in which the principal executive office of the partnership is located governs relations among the partners and between the partners and the partnership. 2. The law of this state governs relations among t…

A partnership governed by chapters 45-13 through 45-21 is subject to any amendment to or repeal of chapters 45-13 through 45-21.

1. A partnership is an entity distinct from the partnership's partners. 2. A limited liability partnership continues to be the same entity in existence before the filing of the registration under chapter 45-22.

1. Except as otherwise provided in subsection 2, the association of two or more persons to carry on as co-owners a business for profit forms a partnership, whether or not the persons intend to form a partnership. 2. An association formed under a statute other than chapters 45-13 …

Property acquired by a partnership is property of the partnership and not of the partners individually.

1. Property is partnership property if acquired in the name of: a. The partnership; or b. One or more partners with an indication in the instrument transferring title to the property of the person's capacity as a partner or of the existence of a partnership but without an indicat…

Subject to the effect of a statement of partnership authority under section 45-15-03: 1. Each partner is an agent of the partnership for the purpose of its business. An act of a partner, including the execution of an instrument in the partnership name, for apparently carrying on …

1. Partnership property may be transferred as follows: a. Subject to the effect of a statement of partnership authority under section 45-15-03, partnership property held in the name of the partnership may be transferred by an instrument of transfer executed by a partner in the pa…

1. A partnership may file with the secretary of state, along with the fees provided in section 45-13-05, a statement of partnership authority which: a. Must include: (1) The name of the partnership; (2) The street address of the partnership's principal executive office and of one…

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

1. A partnership that files and maintains a statement of partnership authority may change the partnership's registered office, change the partnership's registered agent, or state a change in the name of the partnership's registered agent as provided in chapter 10-01.1. 2. A regis…

A partner or other person named as a partner in a filed statement of partnership authority may file with the secretary of state, along with the fees provided in section 45-13-05, a statement of denial stating the name of the partnership and the fact that is being denied, which ma…

1. A 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 partner acting in the ordinary course of business of the partnership or with authority of the partnership. 2. …

1. Except as otherwise provided in subsection 2 and in chapter 45-22, all partners are liable jointly and severally for all obligations of the partnership unless otherwise agreed by the claimant or provided by law. 2. A person admitted as a partner into an existing partnership is…

1. A partnership may sue and be sued in the name of the partnership. 2. An action may be brought against the partnership and any or all of the partners in the same action or in separate actions. 3. A judgment against a partnership is not by itself a judgment against a partner. A …

1. If a person, by words or conduct, purports to be a partner, or consents to being represented by another as a partner, in a partnership or with one or more persons not partners, the purported partner is liable to a person to whom the representation is made, if that person, rely…

1. Each partner is deemed to have an account that is: a. Credited with an amount equal to the money plus the value of any other property, net of the amount of any liabilities, the partner contributes to the partnership and the partner's share of the partnership profits; and b. Ch…

A partner has no right to receive, and may not be required to accept, a distribution in kind.

1. A partnership shall keep its books and records, if any, at its chief executive office. 2. A partnership shall provide partners and their agents and attorneys access to its books and records. It shall provide former partners and their agents and attorneys access to books and re…

1. The only fiduciary duties a partner owes to the partnership and the other partners are the duty of loyalty and the duty of care set forth in subsections 2 and 3. 2. A partner's duty of loyalty to the partnership and the other partners is limited to the following: a. To account…

1. A partnership may maintain an action against a partner for a breach of the partnership agreement, or for the violation of a duty to the partnership, causing harm to the partnership. 2. A partner may maintain an action against the partnership or another partner for legal or equ…

1. If a partnership for a definite term or particular undertaking is continued, without an express agreement, after the expiration of the term or completion of the undertaking, the rights and duties of the partners remain the same as they were at the expiration or completion, so …

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…