North Dakota Code 45-22-13 – Voluntary withdrawal of status
1. A partnership may end the partnership‘s status as a limited liability partnership at any time by filing a withdrawal statement with the secretary of state.
Terms Used In North Dakota Code 45-22-13
- 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.
- Organization: includes a foreign or domestic association, business trust, corporation, enterprise, estate, joint venture, limited liability company, limited liability partnership, limited partnership, partnership, trust, or any legal or commercial entity. 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
- Process: means a writ or summons issued in the course of judicial proceedings. See North Dakota Code 1-01-49
- Service of process: The service of writs or summonses to the appropriate party.
- 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 withdrawal statement must contain:
a. With respect to a domestic limited liability partnership:
(1) The name of the domestic limited liability partnership.
(2) A statement that the domestic limited liability partnership is withdrawing the current registration.
(3) An acknowledgment by the domestic limited liability partnership that the withdrawal ends the domestic limited liability partnership’s status as a limited liability partnership with respect to periods after the effective date of the withdrawal.
b. With respect to a foreign limited liability partnership:
(1) The name of the foreign limited liability partnership. (2) The jurisdiction of origin.
(3) A statement that the foreign limited liability partnership is not transacting business in this state as a foreign limited liability partnership.
(4) A statement that the foreign limited liability partnership surrenders authority to transact business in this state as a foreign limited liability partnership and is withdrawing the foreign limited liability partnership’s current registration.
(5) An acknowledgment by the foreign limited liability partnership that the withdrawal ends the foreign limited liability partnership’s authorization to transact business in this state as a foreign limited liability partnership with respect to periods after the effective date of the withdrawal.
(6) A statement that the foreign limited liability partnership consents to service of process based upon any cause of action arising in this state during the time the foreign limited liability partnership was authorized to transact business in this state and that service may be made on the foreign limited liability partnership as provided in section 10-01.1-13.
(7) A post-office address to which a person may mail a copy of any process against the foreign limited liability partnership.
3. The withdrawal statement may state a delayed withdrawal date. If the withdrawal statement does not state an effective date, the statement is effective when filed.
4. If the foreign limited liability partnership is not the surviving organization in a merger or termination, the filing with the secretary of state of a certificate to that effect authenticated by the proper officer of the state or country under the laws of which the foreign limited liability partnership is originally registered constitutes a valid withdrawal statement.