North Dakota Code 45-10.2-108.1 – Secretary of state – Involuntary dissolution – Revocation of certificate of authority
1. With respect to involuntary dissolution of a limited partnership by the secretary of state:
Terms Used In North Dakota Code 45-10.2-108.1
- Affidavit: A written statement of facts confirmed by the oath of the party making it, before a notary or officer having authority to administer oaths.
- Amendment: A proposal to alter the text of a pending bill or other measure by striking out some of it, by inserting new language, or both. Before an amendment becomes part of the measure, thelegislature must agree to it.
- 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
a. A limited partnership may be involuntarily dissolved by the secretary of state if:
(1) The limited partnership has failed to appoint and maintain a registered agent and registered office as provided in section 45-10.2-17; or
(2) A misrepresentation has been made of any material matter in any application, report, affidavit, or other record submitted by the limited partnership under this chapter.
b. A limited partnership may not be dissolved by the secretary of state as provided for in this section unless:
(1) The secretary of state has given the limited partnership not less than sixty days’ notice by mail addressed to its registered agent at the registered office in this state or, if the limited partnership does not maintain a registered agent in this state, the notice must be mailed to its principal office; and
(2) During the sixty-day period, the limited partnership has failed to:
(a) File the report of change as provided in chapter 10-01.1 regarding the registered office or the registered agent; (b) File any other required record; or
(c) Correct the misrepresentation.
c. Upon expiration of sixty days after the mailing of the notice, the existence of the limited partnership ceases. The secretary of state shall issue a notice of dissolution and shall mail the notice addressed to its registered agent at the registered office in this state or, if the limited partnership does not maintain a registered agent in this state, the notice must be mailed to its principal office.
2. With respect to the revocation of a certificate of authority of a foreign limited partnership by the secretary of state:
a. The certificate of authority of a foreign limited partnership to transact business in this state may be revoked by the secretary of state if: (1) The foreign limited partnership has failed to:
(a) Appoint and maintain a registered agent and registered office as provided in section 45-10.2-82; (b) Maintain the registration of a general partner as required in section 45-10.2-16; (c) File a report upon any change in the address of its principal executive office; (d) File with the secretary of state any amendment to its application for a certificate of authority as provided in section 45-10.2-81; (e) File with the secretary of state any merger as provided in section 45-10.2-83; or
(f) File with the secretary of state an application for cancellation of its authority as provided in section 45-10.2-85 when the foreign limited partnership’s existence has expired or the foreign limited partnership has been dissolved in the jurisdiction of the foreign limited partnership; or
(2) A misrepresentation has been made of any material matter in any application, report, affidavit, or other record submitted by the foreign limited partnership under this chapter.
b. A certificate of authority may not be revoked by the secretary of state as provided for in this section unless:
(1) The secretary of state has given the foreign limited partnership not less than sixty days’ notice by mail addressed to its registered agent at the registered office in this state or, if the limited partnership failed to maintain a registered agent in this state, the notice must be mailed to its principal office; and
(2) During the sixty-day period, the foreign limited partnership has failed to:
(a) File the report of change as provided in chapter 10-01.1 regarding the registered office or the registered agent; (b) Maintain the registration of a general partner as required in section 45-10.2-16; (c) File a report upon any change in the address of its principal executive office; (d) File any amendment; (e) File any merger; (f) File an application for cancellation; (g) File any other required record; or
(h) Correct the misrepresentation.
c. Upon expiration of sixty days after the mailing of the notice, the authority of the foreign limited partnership to transact business in this state ceases. The secretary of state shall issue a notice of revocation and shall mail the notice to the registered agent at the registered office in this state or, if the foreign limited partnership failed to maintain a registered agent in this state, the notice must be mailed to its principal office.
3. If the limited partnership or foreign limited partnership files a report of change relating to the registered agent or any other required record or correction of a misrepresentation after the notice with the fee provided for in section 45-10.2-109, the secretary of state shall restore the certificate of authority to good standing. Until restored to good standing, the secretary of state may not accept for filing any document respecting the limited partnership or foreign limited partnership except those incident to its dissolution or cancellation.