North Dakota Code 45-22-03 – Registration
1. A partnership may become a limited liability partnership pursuant to this section.
Terms Used In North Dakota Code 45-22-03
- Jurisdiction: (1) The legal authority of a court to hear and decide a case. Concurrent jurisdiction exists when two courts have simultaneous responsibility for the same case. (2) The geographic area over which the court has authority to decide cases.
- Obligation: An order placed, contract awarded, service received, or similar transaction during a given period that will require payments during the same or a future period.
- Organization: includes a foreign or domestic association, business trust, corporation, enterprise, estate, joint venture, limited liability company, limited liability partnership, limited partnership, partnership, trust, or any legal or commercial entity. 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
- 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
- written: include "typewriting" and "typewritten" and "printing" and "printed" except in the case of signatures and when the words are used by way of contrast to typewriting and printing. See North Dakota Code 1-01-37
- year: means twelve consecutive months. See North Dakota Code 1-01-33
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 terms and conditions on which a partnership becomes a limited liability partnership must be approved by the necessary vote of partners required to amend the partnership agreement, unless the partnership agreement contains a requirement that the vote of a greater number of partners is necessary to amend provisions relating to the partners’ obligations to contribute to the partnership, in which case by the necessary vote of the partners to amend these provisions.
2. After the approval required by subdivision b of subsection 1, a partnership shall become a limited liability partnership by filing a registration with the secretary of state.
A domestic limited liability partnership or foreign limited liability partnership that is transacting business in this state must have in effect and filed with the secretary of state a registration that complies with this section. From the effective date of filing, the registration of:
a. A domestic limited liability partnership establishes the status as a domestic limited liability partnership; and
b. A foreign limited liability partnership authorizes the transaction of business in this state.
3. A registration, signed by a managing partner, must contain:
a. With respect to a domestic limited liability partnership:
(1) The name of the domestic limited liability partnership.
(2) The nature of the business to be transacted in this state.
(3) A statement indicating whether the limited liability partnership will be engaged in farming or ranching in this state or owning or leasing land in this state which is used for farming or ranching.
(4) The address of the principal executive office of the domestic limited liability partnership.
(5) The name of the registered agent of the domestic limited liability partnership as provided in chapter 10-01.1 and, if a noncommercial registered agent, the address of that noncommercial registered agent in this state.
(6) The name and address of each managing partner and, if the limited liability partnership will be engaged in farming or ranching in this state or owning or leasing land in this state which is used for farming or ranching, then the names and addresses of all partners.
(7) A statement that the partnership elects to be a limited liability partnership. (8) A deferred effective date, if any.
b. With respect to a foreign limited liability partnership:
(1) The name of the foreign limited liability partnership and, if different, the name under which the foreign limited liability partnership proposes to transact business in this state.
(2) The jurisdiction of origin.
(3) The date on which the foreign limited liability partnership expires in the jurisdiction of origin.
(4) The nature of the business to be transacted in this state.
(5) A statement indicating whether the foreign limited liability partnership will be engaged in farming or ranching in this state or owning or leasing land in this state which is used for farming or ranching.
(6) The address of the principal executive office of the foreign limited liability partnership.
(7) The name of the registered agent of the foreign limited liability partnership as provided in chapter 10-01.1 and, if a noncommercial registered agent, the address of that registered agent in this state.
(8) The name and address of each managing partner and, if the foreign limited liability partnership will be engaged in farming or ranching in this state or owning or leasing land in this state which is used for farming or ranching, then the names and addresses of all partners.
(9) An acknowledgment that the status of the foreign limited liability partnership in this state will automatically expire unless the foreign limited liability partnership continuously maintains limited liability partnership status in the jurisdiction of origin.
c. The registration must be accompanied by payment of the fees provided in section 45-22-22 together with a certificate of good standing or certificate of existence authenticated by the registering officer of the state or country where the foreign limited liability partnership is originally registered.
4. An original of the registration must be filed with the secretary of state.
a. If the secretary of state finds the registration conforms to law and the fees provided in section 45-22-22 are paid, the secretary of state shall endorse on the original the word “filed” and the day, month, and year of the filing and shall file the original in the office of the secretary of state.
b. If any statement in the registration is false when made or becomes inaccurate after the registration is filed, making the registration false or inaccurate in any respect, the limited liability partnership shall file promptly with the secretary of state an amended or corrected registration. If only a change of address of the principal executive office is required, an amended or corrected registration need not be filed. However, the change of address of the principal executive office must be reported in the next annual report filed after the change or be submitted in writing to the secretary of state without a filing fee.
c. In the case of a change in a foreign limited liability partnership’s name, a foreign limited liability partnership shall file promptly with the secretary of state a certificate to that effect authenticated by the proper officer of the jurisdiction of origin.
d. In the case of a termination or merger:
(1) A foreign limited liability partnership that is not the surviving organization need not file an amended registration but, within thirty days after the merger or termination becomes effective, shall file with the secretary of state a certificate to that effect authenticated by the proper officer of the foreign limited liability partnership’s jurisdiction of origin.
(2) It is not necessary for any foreign limited liability partnership, which is the surviving organization in a merger, to procure a new or amended registration unless the name of the foreign limited liability partnership is changed or unless the foreign limited liability partnership desires to pursue in this state purposes other than those which the foreign limited liability partnership is authorized to transact in this state.
5. A managing partner must be separately registered with the secretary of state at the time of the registration of a domestic or foreign limited liability partnership if that managing partner is a domestic or foreign:
a. Corporation; b. Limited liability company; c. Limited partnership; d. Limited liability partnership; e. Limited liability limited partnership; or f. Partnership using a fictitious name.
6. With respect to a domestic limited liability partnership:
a. A partnership’s decision to file a registration is an ordinary matter that may be decided by a majority of the partners.
b. The decision to withdraw a registration may be undertaken only with the consent of all partners or as otherwise expressly provided in a written partnership agreement.
7. A partnership that registers as a limited liability partnership is not deemed to have dissolved as a result of the registration.
8. If a limited liability partnership or foreign limited liability partnership dissolves without winding up business or changes the jurisdiction of origin, a partnership that is a successor to the limited liability partnership or foreign limited liability partnership and which intends to be a limited liability partnership or foreign limited liability partnership is not required to file a new registration or renewal and is deemed to have filed any documents required or permitted under this section which were filed by the predecessor partnership.
9. The status of a partnership as a limited liability partnership is effective on the later of the filing of the registration or a date specified in the registration which is within ninety days after the filing of the registration.
a. The status of a partnership as a domestic limited liability partnership and the authority of a foreign limited liability partnership to transact business in this state remains effective, regardless of changes in the partnership, until the partnership’s registration is voluntarily withdrawn pursuant to section 45-22-13 or revoked by the secretary of state pursuant to sections 45-22-16 and 45-22-21.1.
b. The status of a partnership as a limited liability partnership and the liability of the partnership’s partners for obligation of the partnership is not affected by errors or later changes in the information required to be contained in the registration under subsection 3.