1. If a limited partnership does not exist, then a limited liability limited partnership may be formed by filing with the secretary of state, together with the fees provided in section 45-23-08, a certificate of limited liability limited partnership: a. That complies with the name requirements in section 45-23-03; b. That contains a statement that limited liability limited partnership status is elected; and c. That otherwise conforms to the requirements of section 45-10.2-23.

2. An existing limited partnership: a. May elect to convert to a limited liability limited partnership: (1) By obtaining the consent of each general partner to convert the limited partnership to a limited liability limited partnership unless: (a) The certificate of limited partnership or the partnership agreement of the limited partnership provides for the conversion with the consent of less than all general partners; and (b) Each general partner that does not consent to the amendment of conversion has consented to that provision of the partnership agreement.

A partner does not give the consent required by subparagraph a by consenting to a provision in the partnership agreement which permits the partnership agreement to be amended with the consent of fewer than all partners; (2) By complying with the name requirements of section 45-23-03; and (3) By filing with the secretary of state, together with the fees provided in sections 45-10.2-109 and 45-23-08, a record that is designated as both an amended certificate of limited partnership and a certificate of limited liability limited partnership which: (a) Amends the limited partnership name to comply with the name requirements of section 45-23-03; (b) Contains a statement that limited liability limited partnership status is elected; and (c) Otherwise conforms to the requirements of section 45-10.2-23.

b. Which converts to a limited liability limited partnership is for all purposes the same entity that existed before the conversion.

3. An existing limited liability limited partnership: a. May elect to convert to a limited partnership: (1) By obtaining the consent of each general partner to convert the limited liability limited partnership to a limited partnership unless: (a) The certificate of limited liability limited partnership or the partnership agreement of the limited liability limited partnership provides for the conversion with the consent of less than all general partners; and (b) Each general partner that does not consent to the amendment of conversion has consented to that provision of the partnership agreement.

A partner does not give the consent required by subparagraph a by consenting to a provision in the partnership agreement which permits the

partnership agreement to be amended with the consent of fewer than all partners;

(2) By complying with the name requirements of section 45-10.2-11; and (3) By filing with the secretary of state, together with the fees provided in sections 45-10.2-109 and 45-23-08, a record that is designated as both an amended certificate of limited liability limited partnership and a certificate of limited partnership which:

(a) Amends the limited liability limited partnership name to comply with the name requirements of section 45-10.2-11; and (b) Otherwise conforms to the requirements of section 45-10.2-23.

b. Which converts to a limited partnership is for all purposes the same entity that existed before the conversion.