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North Dakota Century Code Title 45. Partnerships § 45-10.2-23. Formation of limited partnership and certificate of limited partnership

Current as of January 01, 2024 | Updated by Findlaw Staff

1. In order for a limited partnership to be formed, a certificate of limited partnership must be filed with the secretary of state.

a. The certificate must state:

(1) The name of the limited partnership, which must comply with section 45-10.2-10;

(2) The general character of its business;

(3) The street address and mailing address of the principal executive office;

(4) The name, street address, and mailing address of each general partner;

(5) The name of the registered agent in this state as provided in chapter 10-01.1 and, if a noncommercial registered agent, the address of that noncommercial registered agent in this state; and

(6) Any additional information required by sections 45-10.2-94 through 45-10.2-106.

b. A certificate of limited partnership may also contain any other matters but may not vary or otherwise affect the provisions specified in subsection 2 of section 45-10.2-12 in a manner inconsistent with that section.

2. A limited partnership is formed when the certificate of limited partnership is filed with the secretary of state or on the date specified in the certificate of limited partnership that is within ninety days after the filing of the certificate of limited partnership with the secretary of state.

3. Subject to subdivision b of subsection 1, if any provision of a partnership agreement is inconsistent with the filed certificate of limited partnership or with a filed statement of dissociation, termination, or change or filed articles of conversion or merger:

a. The partnership agreement prevails as to partners and transferees; and

b. The filed certificate of limited partnership, statement of dissociation, termination, or change or articles of conversion or merger prevail as to persons, other than partners and transferees, that reasonably rely on the filed record to their detriment.

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Cite this article: FindLaw.com - North Dakota Century Code Title 45. Partnerships § 45-10.2-23. Formation of limited partnership and certificate of limited partnership - last updated January 01, 2024 | https://codes.findlaw.com/nd/title-45-partnerships/nd-cent-code-sect-45-10-2-23/

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