1.    Each domestic limited liability partnership and each foreign limited liability partnership authorized to transact business in this state shall file, within the time provided by subsection 3, an annual report setting forth:

Terms Used In North Dakota Code 45-22-21.1

  • 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
  • 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
  • Trustee: A person or institution holding and administering property in trust.
  • year: means twelve consecutive months. See North Dakota Code 1-01-33

a.    The name of the limited liability partnership and its jurisdiction of origin.

b.    The address of the registered office of the limited liability partnership in this state, and the name of the limited liability partnership’s registered agent in this state at that address.

c.    The address of the limited liability partnership’s chief executive office.

d.    A brief statement of the character of the business in which the limited liability partnership is actually engaged in this state.

e.    The name and respective address of each managing partner of the domestic limited liability partnership or foreign limited liability partnership.

f.    If the limited liability partnership or foreign limited liability partnership owns or leases land that is used for farming or ranching in this state, a statement listing:

(1) The names and addresses of all partners; and

(2) The acreage [hectarage] and location listed by section, township, range, and county of all land in this state owned or leased by the limited liability partnership or foreign limited liability partnership.

2.    The annual report must be submitted on forms prescribed by the secretary of state.

The information provided must be given as of the date of the execution of the report. The annual report must be signed as provided in subsection 24 of section 45-22-01, the partnership agreement, or in a resolution approved by the affirmative vote of the required proportion or number of partners. If the limited liability partnership is in the hands of a receiver or trustee, the annual report must be signed on behalf of the limited liability partnership by the receiver or trustee. The secretary of state may destroy any annual report provided for in this section after the annual report is on file for six years.

3.    Except for the first annual report, the annual report of a limited liability partnership or foreign limited liability partnership must be delivered to the secretary of state before April first of each year. The first annual report of a limited liability partnership must be    delivered before April first of the year following the calendar year of the effective date stated in the registration and the first annual report of a foreign limited liability partnership must be delivered before April first of the year following the calendar year in which the registration is filed by the secretary of state. A limited liability partnership in existence on July 1, 1999, shall file the first annual report before April first in the year of the expiration of the registration in effect on July 1, 1999. The secretary of state must file the annual report if the annual report conforms to the requirements of subsection 2.

a.    If the annual report does not conform, the annual report must be returned to the limited liability partnership for any necessary corrections.

b.    If the annual report is filed before the deadlines provided in this subsection, penalties for the failure to file a report within the time provided do not apply if the annual report is corrected to conform to the requirements of subsection 2 and returned to the secretary of state within thirty days after the annual report was returned by the secretary of state for correction.

4.    After the date established under subsection 3, the secretary of state shall notify any limited liability partnership failing to file an annual report that the limited liability partnership’s registration is not in good standing and that the registration of the limited liability partnership may be revoked pursuant to subsection 5.

a.    The secretary of state shall mail notice of revocation to the last registered agent at the last registered office.

b.    If the limited liability partnership files an annual report after the notice is mailed, together with the annual report filing fee and late filing penalty fee as provided by section 45-22-22, the secretary of state shall restore the limited liability partnership’s registration to good standing.

5.    A domestic limited liability partnership that does not file an annual report, along with the statutory filing and penalty fees, within six months after the date established in subsection 3, forfeits the limited liability partnership’s registration.

a.    The secretary of state shall note the revocation of the domestic limited liability partnership’s registration on the records of the secretary of state and shall give notice of the action to the revoked domestic limited liability partnership.

b.    Notice by the secretary of state must be mailed to the domestic limited liability partnership’s last registered agent at the last registered office.

6.    A foreign limited liability partnership that does not file an annual report, along with the statutory filing and penalty fees, within six months after the date established by subsection 3, forfeits the foreign limited liability partnership’s registration and authority to transact business in this state.

a.    The secretary of state shall note the revocation of the foreign limited liability partnership’s registration and authority on the records of the secretary of state and shall give notice of the action to the foreign limited liability partnership.

b.    Notice by the secretary of state must be mailed to the foreign limited liability partnership’s last registered agent at the last registered office.

c.    The secretary of state’s decision that a registration must be revoked under this subsection is final.

7.    A domestic limited liability partnership with a registration that is revoked for failure to file an annual report or a foreign limited liability partnership with registration and authority that are forfeited by failure to file an annual report may be reinstated by filing a past-due report, together with the statutory filing and penalty fees for an annual report and a reinstatement fee as provided in section 45-22-22. The fees must be paid and the report filed within one year following the revocation. Reinstatement under this subsection does not affect any right or liability of a domestic limited liability partnership or a foreign limited liability partnership for the time from the revocation to the reinstatement.

  Previous section
Next section  
 Chapter 45-22 Contents