North Dakota Code 45-10.2-25 – (204) Signing of records
1. Each record delivered to the secretary of state for filing pursuant to this chapter must be signed in the following manner:
Terms Used In North Dakota Code 45-10.2-25
- Amendment: A proposal to alter the text of a pending bill or other measure by striking out some of it, by inserting new language, or both. Before an amendment becomes part of the measure, thelegislature must agree to it.
- following: when used by way of reference to a chapter or other part of a statute means the next preceding or next following chapter or other part. See North Dakota Code 1-01-49
- Guardian: A person legally empowered and charged with the duty of taking care of and managing the property of another person who because of age, intellect, or health, is incapable of managing his (her) own affairs.
- Partnership: A voluntary contract between two or more persons to pool some or all of their assets into a business, with the agreement that there will be a proportional sharing of profits and losses.
- Partnership: includes a limited liability partnership registered under chapter 45-22. See North Dakota Code 1-01-49
- Person: means an individual, organization, government, political subdivision, or government agency or instrumentality. See North Dakota Code 1-01-49
- State: when applied to the different parts of the United States, includes the District of Columbia and the territories. See North Dakota Code 1-01-49
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 limited partnership converting the limited partnership to a limited liability limited partnership must be signed by all general partners listed in the certificate.
c. An amendment to the certificate of limited partnership designating as general partner a person admitted under subdivision b of subsection 3 of section 45-10.2-66 following the dissociation of a last general partner of a limited partnership must be signed by that person.
d. An amendment to the certificate of limited partnership required by subsection 3 of section 45-10.2-68 following the appointment of a person to wind up the activities of the dissolved limited partnership must be signed by that person.
e. Any other amendment to the certificate of limited partnership must be signed by: (1) At least one general partner listed in the certificate; (2) Each other person designated in the amendment as a new general partner; and (3) Each person that the amendment indicates has dissociated as a general partner, unless:
(a) The person is deceased or a guardian or general conservator has been appointed for the person and the amendment so states; (b) The dissociated person has not been requested by the limited partnership to sign an amendment and the amendment so states; or
(c) The person has previously delivered to the secretary of state for filing a statement of dissociation.
f. A restated certificate of limited partnership must be signed by at least one general partner listed in the certificate, and, to the extent the restated certificate effects a change under any other subdivision of this subsection, the certificate must be signed in a manner that satisfies that subdivision.
g. A statement of termination must be signed by a majority in interest of the general partners listed in the certificate of limited partnership or, if the certificate of a dissolved limited partnership lists no general partners, then by the person appointed pursuant to subsection 3 or 4 of section 45-10.2-68 to wind up the activities of the dissolved limited partnership.
h. Articles of conversion must be signed by all of the general partners listed in the certificate of limited partnership.
i. Articles of merger must be signed as provided in subsection 1 of section 45-10.2-102.
j. Any other record delivered on behalf of a limited partnership to the secretary of state for filing must be signed by at least one general partner listed in the certificate of limited partnership.
k. A statement by a person pursuant to subdivision d of subsection 1 of section 45-10.2-59 stating that the person has dissociated as a general partner must be signed by that person.
l. A statement of withdrawal by a person pursuant to section 45-10.2-36 must be signed by that person.
m. A record delivered on behalf of a foreign limited partnership to the secretary of state for filing must be signed by at least one general partner of the foreign limited partnership.
n. Any other record delivered on behalf of any person to the secretary of state for filing must be signed by that person.
2. Any person may sign by an attorney in fact any record to be filed pursuant to this chapter.