1.    After dissolution, a partner who has not wrongfully dissociated may file a statement of dissolution stating the name of the partnership and that the partnership has dissolved and is winding up its business.

Terms Used In North Dakota Code 45-20-05

  • 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

2.    A statement of dissolution cancels a filed statement of partnership authority for the purposes of subsection 3 of section 45-15-03.

3.    For the purposes of sections 45-15-01 and 45-20-04, a person not a partner is deemed to have notice of the dissolution and the limitation on the partners’ authority as a result of the statement of dissolution ninety days after it is filed.

4. After filing and, if appropriate, recording a statement of dissolution, a dissolved partnership may file and, if appropriate, record a statement of partnership authority which will operate with respect to a person not a partner as provided in subsections 3 and 4 of section 45-15-03 in any transaction, whether or not the transaction is appropriate for winding up the partnership business.

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