North Dakota Code 45-10.2-66 – (801) Nonjudicial dissolution
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:
Terms Used In North Dakota Code 45-10.2-66
- 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
- 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
1. The happening of an event specified in the partnership agreement; 2. The consent of all general partners and of limited partners owning a majority of the rights to receive distributions as limited partners at the time the consent is to be effective; 3. After the dissociation of a person as a general partner:
a. If the limited partnership has at least one remaining general partner, then the consent to dissolve the limited partnership given within ninety days after the dissociation by partners owning a majority of the rights to receive distributions as partners at the time the consent is to be effective; or
b. If the limited partnership does not have a remaining general partner, then the passage of ninety days after the dissociation unless before the end of the period: (1) Consent to continue the activities of the limited partnership and admit at least one general partner is given by limited partners owning a majority of the rights to receive distributions as limited partners at the time the consent is to be effective; and
(2) At least one person is admitted as a general partner in accordance with the consent; 4. The passage of ninety days after the dissociation of the last limited partner of the limited partnership, unless before the end of the period the limited partnership admits at least one limited partner; or
5. The issuing and filing of a notice of dissolution by the secretary of state under subsection 5 of section 45-10.2-108.