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North Dakota Code > Chapter 45-10.2 - Uniform Limited Partnership Act

North Dakota Code > Title 45 > Chapter 45-10.2 - Uniform Limited Partnership Act

^{Current as of: 2009}

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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) Rights of a creditor of partner or transferee
§ 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
§ 45-10.2-109	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

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