45-22-03. Registration

45-22-03. Registration

1. A partnership may become a limited liability partnership pursuant to this section.

a. In determining whether the underlying partnership necessary for registration as a

domestic limited liability partnership has been formed, the rules set forth in

section 45-14-02 apply.

b. The terms and conditions on which a partnership becomes a limited liability

partnership must be approved by the necessary vote of partners required to

amend the partnership agreement, unless the partnership agreement contains a

requirement that the vote of a greater number of partners is necessary to amend

provisions relating to the partners' obligations to contribute to the partnership, in

which case by the necessary vote of the partners to amend these provisions.

2. After the approval required by subdivision b of subsection 1, a partnership shall

become a limited liability partnership by filing a registration with the secretary of state.

A domestic limited liability partnership or foreign limited liability partnership that is

transacting business in this state must have in effect and filed with the secretary of

state a registration that complies with this section. From the effective date of filing, the

registration of:

a. A domestic limited liability partnership establishes the status as a domestic limited

liability partnership; and

b. A foreign limited liability partnership authorizes the transaction of business in this

state.

3. A registration, signed by a managing partner, must contain:

a. With respect to a domestic limited liability partnership:

(1) The name of the domestic limited liability partnership.

(2) The nature of the business to be transacted in this state.

(3) A statement indicating whether the limited liability partnership will be

engaged in farming or ranching in this state or owning or leasing land in this

state which is used for farming or ranching.

(4) The address of the principal executive office of the domestic limited liability

partnership.

(5) The name of the registered agent of the domestic limited liability partnership

as provided in chapter 10-01.1 and, if a noncommercial registered agent,

the address of that noncommercial registered agent in this state.

(6) The name and address of each managing partner and, if the limited liability

partnership will be engaged in farming or ranching in this state or owning or

leasing land in this state which is used for farming or ranching, then the

names and addresses of all partners.

(7) A statement that the partnership elects to be a limited liability partnership.

(8) A deferred effective date, if any.

b. With respect to a foreign limited liability partnership:

(1) The name of the foreign limited liability partnership and, if different, the

name under which the foreign limited liability partnership proposes to

transact business in this state.

(2) The jurisdiction of origin.

(3) The date on which the foreign limited liability partnership expires in the

jurisdiction of origin.

(4) The nature of the business to be transacted in this state.

(5) A statement indicating whether the foreign limited liability partnership will be

engaged in farming or ranching in this state or owning or leasing land in this

state which is used for farming or ranching.

(6) The address of the principal executive office of the foreign limited liability

partnership.

(7) The name of the registered agent of the foreign limited liability partnership

as provided in chapter 10-01.1 and, if a noncommercial registered agent,

the address of that registered agent in this state.

(8) The name and address of each managing partner and, if the foreign limited

liability partnership will be engaged in farming or ranching in this state or

owning or leasing land in this state which is used for farming or ranching,

then the names and addresses of all partners.

ided in chapter 10-01.1 and, if a noncommercial registered agent,

the address of that registered agent in this state.

(8) The name and address of each managing partner and, if the foreign limited

liability partnership will be engaged in farming or ranching in this state or

owning or leasing land in this state which is used for farming or ranching,

then the names and addresses of all partners.

(9) An acknowledgment that the status of the foreign limited liability partnership

in this state will automatically expire unless the foreign limited liability

partnership continuously maintains limited liability partnership status in the

jurisdiction of origin.

c. The registration must be accompanied by payment of the fees provided in section

45-22-22 together with a certificate of good standing or certificate of existence

authenticated by the registering officer of the state or country where the foreign

limited liability partnership is originally registered.

4. An original of the registration must be filed with the secretary of state.

a. If the secretary of state finds the registration conforms to law and the fees

provided in section 45-22-22 are paid, the secretary of state shall endorse on the

original the word "filed" and the day, month, and year of the filing and shall file the

original in the office of the secretary of state.

b. If any statement in the registration is false when made or becomes inaccurate

after the registration is filed, making the registration false or inaccurate in any

respect, the limited liability partnership shall file promptly with the secretary of

state an amended or corrected registration. If only a change of address of the

principal executive office is required, an amended or corrected registration need

not be filed. However, the change of address of the principal executive office

must be reported in the next annual report filed after the change or be submitted

in writing to the secretary of state without a filing fee.

c. In the case of a change in a foreign limited liability partnership's name, a foreign

limited liability partnership shall file promptly with the secretary of state a

certificate to that effect authenticated by the proper officer of the jurisdiction of

origin.

d. In the case of a termination or merger:

(1) A foreign limited liability partnership that is not the surviving organization

need not file an amended registration but, within thirty days after the merger

or termination becomes effective, shall file with the secretary of state a

certificate to that effect authenticated by the proper officer of the foreign

limited liability partnership's jurisdiction of origin.

(2) It is not necessary for any foreign limited liability partnership, which is the

surviving organization in a merger, to procure a new or amended registration

unless the name of the foreign limited liability partnership is changed or

unless the foreign limited liability partnership desires to pursue in this state

purposes other than those which the foreign limited liability partnership is

authorized to transact in this state.

5. A managing partner must be separately registered with the secretary of state at the

time of the registration of a domestic or foreign limited liability partnership if that

managing partner is a domestic or foreign:

a. Corporation;

b. Limited liability company;

c. Limited partnership;

d. Limited liability partnership;

e. Limited liability limited partnership; or

f. Partnership using a fictitious name.

6. With respect to a domestic limited liability partnership:

a. A partnership's decision to file a registration is an ordinary matter that may be

decided by a majority of the partners.

b. The decision to withdraw a registration may be undertaken only with the consent

of all partners or as otherwise expressly provided in a written partnership

agreement.

7. A partnership that registers as a limited liability partnership is not deemed to have

artnership:

a. A partnership's decision to file a registration is an ordinary matter that may be

decided by a majority of the partners.

b. The decision to withdraw a registration may be undertaken only with the consent

of all partners or as otherwise expressly provided in a written partnership

agreement.

7. A partnership that registers as a limited liability partnership is not deemed to have

dissolved as a result of the registration.

8. If a limited liability partnership or foreign limited liability partnership dissolves without

winding up business or changes the jurisdiction of origin, a partnership that is a

successor to the limited liability partnership or foreign limited liability partnership and

which intends to be a limited liability partnership or foreign limited liability partnership is

not required to file a new registration or renewal and is deemed to have filed any

documents required or permitted under this section which were filed by the

predecessor partnership.

9. The status of a partnership as a limited liability partnership is effective on the later of

the filing of the registration or a date specified in the registration which is within ninety

days after the filing of the registration.

a. The status of a partnership as a domestic limited liability partnership and the

authority of a foreign limited liability partnership to transact business in this state

remains effective, regardless of changes in the partnership, until the partnership's

registration is voluntarily withdrawn pursuant to section 45-22-13 or revoked by

the secretary of state pursuant to sections 45-22-16 and 45-22-21.1.

b. The status of a partnership as a limited liability partnership and the liability of the

partnership's partners for obligation of the partnership is not affected by errors or

later changes in the information required to be contained in the registration under

subsection 3.