1.    Each limited partnership, and each foreign limited partnership authorized to transact business in this state, shall file, within the time provided by subsection 3, an annual report setting forth:

Terms Used In North Dakota Code 45-10.2-108

  • following: when used by way of reference to a chapter or other part of a statute means the next preceding or next following chapter or other part. See North Dakota Code 1-01-49
  • Jurisdiction: (1) The legal authority of a court to hear and decide a case. Concurrent jurisdiction exists when two courts have simultaneous responsibility for the same case. (2) The geographic area over which the court has authority to decide cases.
  • Partnership: A voluntary contract between two or more persons to pool some or all of their assets into a business, with the agreement that there will be a proportional sharing of profits and losses.
  • Partnership: includes a limited liability partnership registered under chapter 45-22. See North Dakota Code 1-01-49
  • State: when applied to the different parts of the United States, includes the District of Columbia and the territories. See North Dakota Code 1-01-49
  • Trustee: A person or institution holding and administering property in trust.
  • year: means twelve consecutive months. See North Dakota Code 1-01-33

a.    The name of the limited partnership or foreign limited partnership and the jurisdiction of origin.

b.    The address of the registered office of the limited partnership or foreign limited partnership in this state and the name of the registered agent of the limited partnership or foreign limited partnership in this state at that address.

c.    The address of the principal executive office of the limited partnership or foreign limited partnership.

d.    A brief statement of the character of the business in which the limited partnership or foreign limited partnership is actually engaged in this state.

e.    The name and respective address of every general partner of the limited partnership or foreign limited partnership.

2.    The annual report must be submitted on forms prescribed by the secretary of state.

The information provided in the annual report must be accurate as of the time of filing the report. The annual report must be signed as provided in subsection 40 of section 45-10.2-02 or a resolution approved by the affirmative vote of the required proportion or number of partners. If the limited partnership or foreign limited partnership is in the hands of a receiver or trustee, the annual report must be signed on behalf of the limited partnership or foreign limited partnership by the receiver or trustee. The secretary of state may destroy any annual reports provided for in this section after the annual report is on file for six years.

3.    Except for the first annual report, the annual report of a limited partnership or foreign limited partnership must be delivered to the secretary of state before April first of each year. The first annual report of a limited partnership must be delivered before April first of the year following the calendar year of the effective date of the limited partnership certificate and the first annual report of a foreign limited partnership must be delivered before April first of the year following the calendar year in which the certificate of authority was filed by the secretary of state. The secretary of state shall file the report if the report conforms to the requirements of subsection 2.

a.    If the report does not conform, then the report must be returned to the limited partnership or foreign limited partnership for any necessary corrections.

    b.    If the report is filed before the deadlines provided in this subsection, then penalties for the failure to file a report within the time provided do not apply if the report is corrected to conform to the requirements of subsection 2 and returned to the secretary of state within thirty days after the annual report was returned by the secretary of state for correction.

4.    After the date established under subsection 3, the secretary of state shall notify any limited partnership or foreign limited partnership failing to file an annual report that the certificate of limited partnership or certificate of authority of a foreign limited partnership is not in good standing and that the certificate of the limited partnership or the certificate of authority of the foreign limited partnership may be dissolved or revoked pursuant to subsection 5.

a.    The secretary of state must mail notice of dissolution or revocation to the last registered agent at the last registered office.

b.    If the limited partnership or foreign limited partnership files an annual report after the notice is mailed, then the secretary of state will restore the certificate or certificate of authority of the limited partnership or foreign limited partnership to good standing.

5.    A limited partnership that does not file an annual report, within six months after the date established in subsection 3, ceases to exist and is considered involuntarily dissolved by operation of law.

a. The secretary of state shall note the dissolution of the certificate of limited partnership on the records of the secretary of state and shall give notice of the action to the dissolved limited partnership.

b.    Notice by the secretary of state must be mailed to the last registered agent at the last registered office of the limited partnership.

6.    A foreign limited partnership that does not file an annual report, within six months after the date established by subsection 3, forfeits the right to transact business in this state.

a.    The secretary of state shall note the revocation of the certificate of authority of the foreign limited partnership on the records of the secretary of state and shall give notice of the action to the foreign limited partnership.

b.    Notice by the secretary of state must be mailed to the last registered agent at the last registered office of the foreign limited partnership.

7.    A limited partnership that is dissolved for failure to file an annual report, or a certificate of authority of a foreign limited partnership that is forfeited for failure to file an annual report, may be reinstated by filing a past-due report, together with the statutory filing and penalty fees for an annual report and a reinstatement fee as provided in section 45-10.2-109. The fees must be paid and the report filed within one year following the involuntary dissolution or revocation. Reinstatement under this subsection does not affect the rights or liability for the time from the dissolution or revocation to the reinstatement.

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