North Dakota Code 45-22-16 – Secretary of state – Revocation of registration
1. The registration of a limited liability partnership or foreign limited liability partnership may be revoked by the secretary of state if:
Terms Used In North Dakota Code 45-22-16
- Affidavit: A written statement of facts confirmed by the oath of the party making it, before a notary or officer having authority to administer oaths.
- 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.
- 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.
- 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
- 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
a. The limited liability partnership or foreign limited liability partnership fails:
(1) To appoint and maintain a registered agent and registered office as provided in chapter 10-01.1; (2) To file any amendment to the registration of the limited liability partnership or foreign limited liability partnership as required to be filed pursuant to subdivision b or c of subsection 4 of section 45-22-03; (3) Fails to file a merger as required to be filed pursuant to subdivision d of subsection 4 of section 45-22-03; or
(4) Fails to file a withdrawal statement or cancellation of its registration if the foreign limited liability partnership’s existence expires, it is dissolved, or it ceases to exist in the jurisdiction of origin.
b. An intentional misrepresentation is made in any material matter in any registration, report, affidavit, or other document submitted by the limited liability partnership or foreign limited liability partnership pursuant to this chapter.
2. Except for revocation of the registration for failure to file the annual report as provided in section 45-22-21.1, the secretary of state may not revoke the registration of a limited liability partnership or foreign limited liability partnership unless:
a. The secretary of state gave the limited liability partnership or foreign limited liability partnership at least sixty days’ notice of the reason for the pending revocation by mail addressed to the registered agent of the limited liability partnership or foreign limited liability partnership at the registered office or, if the limited liability partnership or foreign limited liability partnership fails to appoint and maintain a registered agent in this state, by mail addressed to its principal executive office; and
b. During the sixty-day period, the limited liability partnership or foreign limited liability partnership fails:
(1) To appoint and maintain a registered agent as provided in chapter 10-01.1; (2) To file the report of change regarding the name or business address of the registered agent; (3) To file any amendment to the registration of the limited liability partnership or foreign limited liability partnership required to be filed pursuant to subdivision b or c of subsection 4 of section 45-22-03; or
(4) To correct the misrepresentation.
3. Upon the expiration of the sixty-day period without the limited liability partnership or foreign limited liability partnership curing the reason for the pending revocation set forth in the notice, the registration is revoked. The secretary of state shall note the revocation in the records of the secretary of state and shall give notice of the revocation to the limited liability partnership or foreign limited liability partnership. Notice by the secretary of state must be mailed to the last registered agent at the last registered office. If the limited liability partnership or foreign limited liability partnership failed to appoint and maintain a registered office in this state, the notice must be mailed to its principal executive office.