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N.D. Cent. Code § 45-10.2-40

(404) Liability of general partner

Known as the North Dakota Uniform Limited Partnership Act

The act spans §§ 45–45 (119 sections).

1. Except as otherwise provided in subsections 2 and 3, all general partners are liable jointly and severally for all obligations of the limited partnership unless otherwise agreed by the claimant or provided by law.

2. A person that becomes a general partner of an existing limited partnership is not personally liable for an obligation of a limited partnership incurred before the person became a general partner.

3. An obligation of a limited partnership incurred while the limited partnership is a limited liability limited partnership, whether arising in contract, tort, or otherwise, is solely the obligation of the limited partnership.

a. A general partner is not personally liable, directly or indirectly, by way of contribution or otherwise, for such an obligation solely by reason of being or acting as a general partner.

b. This subsection applies despite anything inconsistent in the partnership agreement that existed immediately before the consent required under subdivision b of subsection 2 of section 45-10.2-42 to become a limited liability limited partnership pursuant to chapter 45-23.

Official source: North Dakota Legislative Branch. Reproduced from public-domain North Dakota statutes; confirm against the official source for the current text. Not legal advice.