Chapter

Uniform Limited Partnership Act

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