North Dakota Code 45-10.2-24 – (202) Amendment or restatement of certificate
1. In order to amend its certificate of limited partnership, a limited partnership must deliver to the secretary of state for filing an amendment or, pursuant to section 45-10.2-100 through 45-10.2-106, articles of merger stating:
Terms Used In North Dakota Code 45-10.2-24
- 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.
- 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
- 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
- Person: means an individual, organization, government, political subdivision, or government agency or instrumentality. 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
- written: include "typewriting" and "typewritten" and "printing" and "printed" except in the case of signatures and when the words are used by way of contrast to typewriting and printing. See North Dakota Code 1-01-37
a. The name of the limited partnership; and
b. The changes the amendment makes to the certificate as most recently amended or restated.
2. A limited partnership shall promptly deliver to the secretary of state for filing an amendment to a certificate of limited partnership to reflect:
a. The change of name of the limited partnership; b. The admission of a new general partner; c. The dissociation of a person as a general partner; or
d. The appointment of a person to wind up the activities of the limited partnership under subsection 3 or 4 of section 45-10.2-68.
3. A general partner that knows that any information in a filed certificate of limited partnership was false when the certificate was filed or has become false due to changed circumstances shall promptly:
a. Cause the certificate to be amended; or
b. If appropriate, deliver to the secretary of state for filing a statement of change pursuant to section 45-10.2-18 or a statement of correction pursuant to section 45-10.2-28.
4. A certificate of limited partnership may be amended at any time for any other proper purpose as determined by the limited partnership.
5. A restated certificate of limited partnership may be delivered to the secretary of state for filing in the same manner as an amendment.
6. Subject to subsection 3 of section 45-10.2-27, an amendment or restated certificate is effective when filed by the secretary of state or on a date specified in the amendment or restated certificate that is within ninety days after the filing of the amendment or restated certificate with the secretary of state.
7. A limited partnership shall submit a written report of any change of address of the principal executive office to the secretary of state without a filing fee or report the change of address on the annual report following the change and need not file an amendment to a certificate of limited partnership.
8. A limited partnership that files an amendment to change its name and which is the owner of a service mark, trademark, or trade name, is a general partner named in a fictitious name certificate, is a general partner in another limited partnership or limited liability limited partnership, or is a managing partner in a limited liability partnership that is on file with the secretary of state shall change the name of the limited partnership in each of the foregoing registrations that is applicable when the limited partnership files an amendment to the certificate of limited partnership.