1.    If a partner’s dissociation results in a dissolution and winding up of the partnership business, chapter 45-20 applies, otherwise, chapter 45-19 applies.

Terms Used In North Dakota Code 45-18-03

  • 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

2.    Upon a partner’s dissociation:

a.    The partner’s right to participate in the management and conduct of the partnership business terminates, except as otherwise provided in section 45-20-03; b.    The partner’s duty of loyalty under subdivision c of subsection 2 of section 45-16-04 terminates; and

c.    The partner’s duty of loyalty under subdivisions a and b of subsection 2 of section 45-16-04 and duty of care under subsection 3 of section 45-16-04 continue only with regard to matters arising and events occurring before the partner’s dissociation, unless the partner participates in winding up the partnership’s business pursuant to section 45-20-03.