1.    If a limited partnership does not exist, then a limited liability limited partnership may be formed by filing with the secretary of state, together with the fees provided in section 45-23-08, a certificate of limited liability limited partnership:

Terms Used In North Dakota Code 45-23-04

  • 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.
  • 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.    That complies with the name requirements in section 45-23-03; b.    That contains a statement that limited liability limited partnership status is elected; and c.    That otherwise conforms to the requirements of section 45-10.2-23.

2.    An existing limited partnership:

a.    May elect to convert to a limited liability limited partnership:

(1) By obtaining the consent of each general partner to convert the limited partnership to a limited liability limited partnership unless:

(a)    The certificate of limited partnership or the partnership agreement of the limited partnership provides for the conversion with the consent of less than all general partners; and

(b)    Each general partner that does not consent to the amendment of conversion has consented to that provision of the partnership agreement.

A partner does not give the consent required by subparagraph a by consenting to a provision in the partnership agreement which permits the partnership agreement to be amended with the consent of fewer than all partners; (2) By complying with the name requirements of section 45-23-03; and

(3) By filing with the secretary of state, together with the fees provided in sections 45-10.2-109 and 45-23-08, a record that is designated as both an amended certificate of limited partnership and a certificate of limited liability limited partnership which:

(a)    Amends the limited partnership name to comply with the name requirements of section 45-23-03; (b)    Contains a statement that limited liability limited partnership status is elected; and

(c)    Otherwise conforms to the requirements of section 45-10.2-23.

b.    Which converts to a limited liability limited partnership is for all purposes the same entity that existed before the conversion.

3.    An existing limited liability limited partnership:

a.    May elect to convert to a limited partnership:

(1) By obtaining the consent of each general partner to convert the limited liability limited partnership to a limited partnership unless:

(a)    The certificate of limited liability limited partnership or the partnership agreement of the limited liability limited partnership provides for the conversion with the consent of less than all general partners; and

(b)    Each general partner that does not consent to the amendment of conversion has consented to that provision of the partnership agreement.

A partner does not give the consent required by subparagraph a by consenting to a provision in the partnership agreement which permits the partnership agreement to be amended with the consent of fewer than all partners; (2) By complying with the name requirements of section 45-10.2-11; and

(3) By filing with the secretary of state, together with the fees provided in sections 45-10.2-109 and 45-23-08, a record that is designated as both an amended certificate of limited liability limited partnership and a certificate of limited partnership which:

    (a)    Amends the limited liability limited partnership name to comply with the name requirements of section 45-10.2-11; and

(b)    Otherwise conforms to the requirements of section 45-10.2-23.

b.    Which converts to a limited partnership is for all purposes the same entity that existed before the conversion.

  Previous section
Next section  
 Chapter 45-23 Contents