§ 45-10.2-108 — Secretary of state - Annual report of limited partnership and foreign limited partnership

North Dakota § 45-10.2-108

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

Text

limited partnership.
1. Each limited partnership, and each foreign limited partnership authorized to transact
business in this state, shall file, within the time provided by subsection 3, an annual
report setting forth:
a. The name of the limited partnership or foreign limited partnership and the
jurisdiction of origin.
b. The address of the registered office of the limited partnership or foreign limited
partnership in this state and the name of the registered agent of the limited
partnership or foreign limited partnership in this state at that address.
c. The address of the principal executive office of the limited partnership or foreign
limited partnership.
d. A brief statement of the character of the business in which the limited partnership
or foreign limited partnership is actually engaged in this state.
e. The name and respective address of every general partner of the limited
partnership or foreign limited partnership.
2. The annual report must be submitted on forms prescribed by the secretary of state.
The information provided in the annual report must be accurate as of the time of filing
the report. The annual report must be signed as provided in subsection 40 of section
45-10.2-02 or a resolution approved by the affirmative vote of the required proportion
or number of partners. If the limited partnership or foreign limited partnership is in the
hands of a receiver or trustee, the annual report must be signed on behalf of the
limited partnership or foreign limited partnership by the receiver or trustee. The
secretary of state may destroy any annual reports 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 partnership or foreign
limited partnership must be delivered to the secretary of state before April first of each
year. The first annual report of a limited partnership must be delivered before April first
of the year following the calendar year of the effective date of the limited partnership
certificate and the first annual report of a foreign limited partnership must be delivered
before April first of the year following the calendar year in which the certificate of
authority was filed by the secretary of state. The secretary of state shall file the report if
the report conforms to the requirements of subsection 2.
a. If the report does not conform, then the report must be returned to the limited
partnership or foreign limited partnership for any necessary corrections.

b. If the report is filed before the deadlines provided in this subsection, then
penalties for the failure to file a report within the time provided do not apply if the
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 partnership or foreign limited partnership failing to file an annual report that the
certificate of limited partnership or certificate of authority of a foreign limited
partnership is not in good standing and that the certificate of the limited partnership or
the certificate of authority of the foreign limited partnership may be dissolved or
revoked pursuant to subsection 5.
a. The secretary of state must mail notice of dissolution or revocation to the last
registered agent at the last registered office.
b. If the limited partnership or foreign limited partnership files an annual report after
the notice is mailed, then the secretary of state will restore the certificate or
certificate of authority of the limited partnership or foreign limited partnership to
good standing.
5. A limited partnership that does not file an annual report, within six months after the
date established in subsection 3, ceases to exist and is considered involuntarily
dissolved by operation of law.
a. The secretary of state shall note the dissolution of the certificate of limited
partnership on the records of the secretary of state and shall give notice of the
action to the dissolved limited partnership.
b. Notice by the secretary of state must be mailed to the last registered agent at the
last registered office of the limited partnership.
6. A foreign limited partnership that does not file an annual report, within six months after
the date established by subsection 3, forfeits the right to transact business in this
state.
a. The secretary of state shall note the revocation of the certificate of authority of the
foreign limited partnership on the records of the secretary of state and shall give
notice of the action to the foreign limited partnership.
b. Notice by the secretary of state must be mailed to the last registered agent at the
last registered office of the foreign limited partnership.
7. A limited partnership that is dissolved for failure to file an annual report, or a certificate
of authority of a foreign limited partnership that is forfeited for 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