§ 45-10.2-106 — (1112) Power of general partners and persons dissociated as general partners to bind organization after conversion or merger

North Dakota § 45-10.2-106

• Jurisdiction: North Dakota
• Title 45: Partnerships
• Ch. 45-10.2: Uniform Limited Partnership Act

Text

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.