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North Dakota Century Code
Title 45
Chapter 45-10.2
N.D. Cent. Code ch. 45-10.2
Uniform Limited Partnership Act
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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
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
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