North Dakota Century Code

Chapter 45-10.2

Uniform Limited Partnership Act

Section Section Name
45-10.2-01 (101) Citation
45-10.2-02 (102) Definitions
45-10.2-03 (1206) Application to existing relationships
45-10.2-04 (1207) Savings clause
45-10.2-05 Legal recognition of electronic records and electronic signatures
45-10.2-06 (103) Knowledge and notice
45-10.2-06.1 Reservation of legislative right
45-10.2-07 (104) Nature, purpose, and duration of entity
45-10.2-08 (105) General powers
45-10.2-09 (106 and 107) Governing law
45-10.2-10 Limited partnership name (Contingent effective date - See note)
45-10.2-11 Reserved name
45-10.2-12 (110) Effect of partnership agreement and nonwaivable provisions
45-10.2-13 (111) Required information
45-10.2-14 (112) Business transactions of partner with partnership
45-10.2-15 (113) Dual capacity
45-10.2-16 Registration of general partner
45-10.2-17 Registered office ‑ Registered agent
45-10.2-18 Change of registered office or agent ‑ Resignation of registered agent ‑ Change of name or address of registered agent
45-10.2-19 Action without a meeting
45-10.2-20 Remote communications for partner meetings
45-10.2-21 Consent and proxies of partners
45-10.2-22 Acceptance of partner act by the limited partnership
45-10.2-23 (201) Formation of limited partnership and certificate of limited partnership
45-10.2-24 (202) Amendment or restatement of certificate
45-10.2-25 (204) Signing of records
45-10.2-26 (205) Signing and filing pursuant to judicial order
45-10.2-27 (206) Delivery to and filing of records by secretary of state and effective date
45-10.2-28 Correcting a filed record
45-10.2-29 (208) Liability for false information in filed record
45-10.2-30 (209) Certificate of existence or authorization
45-10.2-31 (301) Becoming a limited partner
45-10.2-32 (302) No right or power as limited partner to bind limited partnership
45-10.2-33 (303) No liability as limited partner for limited partnership obligation
45-10.2-34 (304) Right of limited partner and former limited partner to information
45-10.2-35 (305) Limited duties of limited partners
45-10.2-36 (306) Person erroneously believing self to be limited partner
45-10.2-37 (401) Becoming general partner
45-10.2-38 (402) General partner agent of limited partnership
45-10.2-39 (403) Limited partnership liable for actionable conduct of general partner
45-10.2-40 (404) Liability of general partner
45-10.2-41 (405) Actions by and against partnership and partners
45-10.2-42 (406) Management rights of general partner
45-10.2-43 (407) Right of general partner and former general partner to information
45-10.2-44 (408) General standards of conduct of general partner
45-10.2-45 (409) Transfer of partnership property
45-10.2-46 (501) Form of contribution
45-10.2-47 (502) Liability for contribution
45-10.2-48 (503) Sharing of distributions
45-10.2-49 (504) Interim distributions
45-10.2-50 (505) No distribution on account of dissociation
45-10.2-51 (506) Distribution in kind
45-10.2-52 (507) Right to distribution
45-10.2-53 (508) Limitation on distribution
45-10.2-54 (509) Liability for improper distributions
45-10.2-55 (601) Dissociation as limited partner
45-10.2-56 (602) Effect of dissociation as limited partner
45-10.2-57 (603) Dissociation as general partner
45-10.2-58 (604) Power of a person to dissociate as a general partner ‑ Wrongful dissociation
45-10.2-59 (605) Effect of dissociation as general partner
45-10.2-60 (606) Power to bind and liability to limited partnership before dissolution of partnership of person dissociated as general partner
45-10.2-61 (607) Liability to other persons of person dissociated as general partner
45-10.2-62 (701) Transferable interest of a partner
45-10.2-63 (702) Transfer of the transferable interest of a partner
45-10.2-64 (703) Charging order
45-10.2-65 (704) Power of estate of deceased partner
45-10.2-66 (801) Nonjudicial dissolution
45-10.2-67 (802) Judicial dissolution
45-10.2-68 (803) Winding up
45-10.2-69 (203) Statement of termination
45-10.2-70 (804) Power of general partner and person dissociated as general partner to bind partnership after dissolution
45-10.2-71 (805) Liability after dissolution of general partner and person dissociated as general partner to limited partnership, other general partners, and persons dissociated as general partner
45-10.2-72 (806) Known claims against dissolved limited partnership
45-10.2-73 (807) Other claims against dissolved limited partnerships
45-10.2-74 (808) Liability of general partner and person dissociated as general partner when claim against limited partnership barred
45-10.2-75 (812) Disposition of assets ‑ When contributions required
45-10.2-76 (901) Foreign limited partnership ‑ Governing law
45-10.2-77 (905) Foreign limited partnership ‑ Name
45-10.2-78 Foreign limited partnership ‑ Admission of foreign limited partnership ‑ Transacting business ‑ Obtaining licenses and permits
45-10.2-79 (902) Foreign limited partnership ‑ Application for certificate of authority
45-10.2-80 (904) Foreign limited partnership ‑ Filing of certificate of authority application
45-10.2-81 Foreign limited partnership ‑ Amendments to the certificate of authority
45-10.2-82 Foreign limited partnership ‑ Registered agent ‑ Registered office
45-10.2-83 Foreign limited partnership ‑ Merger of foreign limited partnership authorized to transact business in this state
45-10.2-84 Foreign limited partnership ‑ Conversion of foreign limited partnership authorized to transact business in this state
45-10.2-85 Foreign limited partnership ‑ Cancellation of certificate of authority ‑ Effect of failure to have certificate
45-10.2-86 (903) Foreign limited partnership ‑ Activities not constituting transacting business
45-10.2-87 Foreign limited partnership ‑ Revocation of certificate of authority
45-10.2-88 (908) Foreign limited partnership ‑ Action by attorney general
45-10.2-89 (1001) Direct action by partner
45-10.2-90 (1002) Derivative action
45-10.2-91 (1003) Proper plaintiff
45-10.2-92 (1004) Pleading
45-10.2-93 (1005) Proceeds and expenses
45-10.2-94 (1102) Conversion
45-10.2-95 Plan of conversion
45-10.2-96 Plan of conversion approval and amendment
45-10.2-97 Articles of conversion
45-10.2-98 Abandonment of conversion
45-10.2-99 Effective date of conversion ‑ Effect
45-10.2-100 (1106) Merger
45-10.2-101 (1107) Plan of merger approval ‑ Amendment and abandonment
45-10.2-102 (1108) Articles of merger
45-10.2-103 (1109) Effect of merger
45-10.2-104 (1110) Restrictions on approval of conversions and mergers and on relinquishing limited liability limited partnership status
45-10.2-105 (1111) Liability of general partner after conversion or merger
45-10.2-106 (1112) Power of general partners and persons dissociated as general partners to bind organization after conversion or merger
45-10.2-107 Service of process on a limited partnership or foreign limited partnership and on nonresident general partners
45-10.2-108 Secretary of state ‑ Annual report of limited partnership and foreign limited partnership
45-10.2-108.1 Secretary of state ‑ Involuntary dissolution ‑ Revocation of certificate of authority
45-10.2-109 Secretary of state ‑ Fees for filing records (Contingent effective date - See note)
45-10.2-110 Secretary of state ‑ Duties
45-10.2-111 Secretary of state ‑ Powers ‑ Enforcement ‑ Penalty ‑ Appeal
45-10.2-112 Secretary of state ‑ Certificates and certified copies to be received in evidence
45-10.2-113 Secretary of state ‑ Confidential records
45-10.2-114 Secretary of state ‑ Forms to be furnished by the secretary of state
45-10.2-115 Audit reports and audit of limited partnerships receiving state subsidies for production of alcohol or methanol for combination with gasoline
45-10.2-116 (1201) Uniformity of application and construction
45-10.2-117 (1203) Relation to Electronic Signatures in Global and National Commerce Act