North Dakota Code 45-10.2-73 – (807) Other claims against dissolved limited partnerships
1. A dissolved limited partnership may publish notice of its dissolution and request persons having claims against the limited partnership to present them in accordance with the notice.
Terms Used In North Dakota Code 45-10.2-73
- Assets: (1) The property comprising the estate of a deceased person, or (2) the property in a trust account.
- 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
2. The notice must:
a. Be published at least once in a newspaper of general circulation in the county in which the principal executive office of the dissolved limited partnership is located or, if it has none in this state, in the county in which the principal executive office of the limited partnership is or was last located; b. Describe the information required to be contained in a claim and provide a mailing address to which the claim is to be sent; c. State that a claim against the limited partnership is barred unless an action to enforce the claim is commenced within five years after publication of the notice; and d. Unless the limited partnership has been at each moment during its existence a limited liability limited partnership under chapter 45-23, state that the barring of a claim against the limited partnership will also bar any corresponding claim against any general partner or person dissociated as a general partner which is based on section 45-10.2-40.
3. If a dissolved limited partnership publishes a notice in accordance with subsection 2, then the claim of each of the following claimants is barred unless the claimant commences an action to enforce the claim against the dissolved limited partnership within five years after the publication date of the notice:
a. A claimant that did not receive notice in a record under section 45-10.2-72; b. A claimant whose claim was timely sent to the dissolved limited partnership but not acted on; and
c. A claimant whose claim is contingent or based on an event occurring after the effective date of dissolution.
4. A claim not barred under this section may be enforced:
a. Against the dissolved limited partnership, to the extent of its undistributed assets; b. If the assets have been distributed in liquidation, then against a partner or transferee to the extent of the proportionate share of the claim of that person or the assets of the limited partnership distributed to the partner or transferee in liquidation, whichever is less, but the total liability of a person for all claims under this subdivision does not exceed the total amount of assets distributed to the person as part of the winding up of the dissolved limited partnership; or
c. Against any person liable on the claim under section 45-10.2-40.