§ 45-10.2-108.1 — Secretary of state - Involuntary dissolution - Revocation of certificate of authority

North Dakota § 45-10.2-108.1

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

Text

of authority.
1. With respect to involuntary dissolution of a limited partnership by the secretary of
state:
a. A limited partnership may be involuntarily dissolved by the secretary of state if:
(1) The limited partnership has failed to appoint and maintain a registered agent
and registered office as provided in section 45-10.2-17; or
(2) A misrepresentation has been made of any material matter in any
application, report, affidavit, or other record submitted by the limited
partnership under this chapter.
b. A limited partnership may not be dissolved by the secretary of state as provided
for in this section unless:
(1) The secretary of state has given the limited partnership not less than sixty
days' notice by mail addressed to its registered agent at the registered office

in this state or, if the limited partnership does not maintain a registered
agent in this state, the notice must be mailed to its principal office; and
(2) During the sixty-day period, the limited partnership has failed to:
(a) File the report of change as provided in chapter 10-01.1 regarding the
registered office or the registered agent;
(b) File any other required record; or
(c) Correct the misrepresentation.
c. Upon expiration of sixty days after the mailing of the notice, the existence of the
limited partnership ceases. The secretary of state shall issue a notice of
dissolution and shall mail the notice addressed to its registered agent at the
registered office in this state or, if the limited partnership does not maintain a
registered agent in this state, the notice must be mailed to its principal office.
2. With respect to the revocation of a certificate of authority of a foreign limited
partnership by the secretary of state:
a. The certificate of authority of a foreign limited partnership to transact business in
this state may be revoked by the secretary of state if:
(1) The foreign limited partnership has failed to:
(a) Appoint and maintain a registered agent and registered office as
provided in section 45-10.2-82;
(b) Maintain the registration of a general partner as required in section
45-10.2-16;
(c) File a report upon any change in the address of its principal executive
office;
(d) File with the secretary of state any amendment to its application for a
certificate of authority as provided in section 45-10.2-81;
(e) File with the secretary of state any merger as provided in section
45-10.2-83; or
(f) File with the secretary of state an application for cancellation of its
authority as provided in section 45-10.2-85 when the foreign limited
partnership's existence has expired or the foreign limited partnership
has been dissolved in the jurisdiction of the foreign limited partnership;
or
(2) A misrepresentation has been made of any material matter in any
application, report, affidavit, or other record submitted by the foreign limited
partnership under this chapter.
b. A certificate of authority may not be revoked by the secretary of state as provided
for in this section unless:
(1) The secretary of state has given the foreign limited partnership not less than
sixty days' notice by mail addressed to its registered agent at the registered
office in this state or, if the limited partnership failed to maintain a registered
agent in this state, the notice must be mailed to its principal office; and
(2) During the sixty-day period, the foreign limited partnership has failed to:
(a) File the report of change as provided in chapter 10-01.1 regarding the
registered office or the registered agent;
(b) Maintain the registration of a general partner as required in section
45-10.2-16;
(c) File a report upon any change in the address of its principal executive
office;
(d) File any amendment;
(e) File any merger;
(f) File an application for cancellation;
(g) File any other required record; or
(h) Correct the misrepresentation.
c. Upon expiration of sixty days after the mailing of the notice, the authority of the
foreign limited partnership to transact business in this state ceases. The secretary
of state shall issue a notice of revocation and shall mail the notice to the

registered agent at the registered office in this state or, if the foreign limited
partnership failed to maintain a registered agent in this state, the notice must be
mailed to its principal office.
3. If the limited partnership or foreign limited partnership files a report of change relating
to the registered agent or any other required record or correction of a
misrepresentation after the notice with the fee provided for in section 45-10.2-109, the
secretary of state shall restore the certificate of authority to good standing. Until
restored to good standing, the secretary of state may not accept for filing any
document respecting the limited partnership or foreign limited partnership except those
incident to its dissolution or cancellation.
45-10.2-109. Secretary of state - Fees for filing records. (Contingent effective date -
See note)
The secretary of state shall charge and collect for:
1. Filing a certificate of limited partnership, one hundred ten dollars.
2. Filing a limited partnership amendment, forty dollars.
3. Filing articles of conversion of a limited partnership, fifty dollars and:
a. If the organization resulting from the conversion will be a domestic organization
governed by the laws of this state, then the fees provided by the governing laws
to establish or register a new organization like the organization resulting from the
conversion; or
b. If the organization resulting from the conversion will be a foreign organization that
will transact business in this state, then the fees provided by the governing laws
to obtain a certificate of authority or register an organization like the organization
resulting from the conversion.
4. Filing abandonment of conversion, fifty dollars.
5. Filing limited partnership articles of merger, fifty dollars.
6. Filing abandonment of merger or exchange, fifty dollars.
7. Filing a limited partnership statement of correction, forty dollars.
8. Filing a limited partnership dissolution, twenty-five dollars.
9. Filing a limited partnership cancellation, twenty-five dollars.
10. Filing a reservation of name, ten dollars.
11. Filing a notice of transfer of a reserved limited partnership name, ten dollars.
12. Filing a cancellation of a reserved limited partnership name, ten dollars.
13. Filing a consent to use a deceptively similar name, ten dollars.
14. Filing a statement of change of address of registered office or change of registered
agent, or both, or a change of address of registered office by registered agent, the fee
provided by section 10-01.1-03.
15. Filing a certificate of authority of foreign limited partnership, one hundred ten dollars.
16. Filing a certified statement of amendment of foreign limited partnership, forty dollars.
17. Filing a certified statement of dissolution of foreign limited partnership, twenty-five
dollars.
18. Filing a certified statement of cancellation of foreign limited partnership, twenty-five
dollars.
19. Filing a certified statement of merger of foreign limited partnership, fifty dollars.
20. Filing a certified statement of conversion of foreign limited partnership, fifty dollars and:
a. If the organization resulting from the conversion will be a domestic organization
governed by the laws of this state, then the fees provided by the governing laws
to establish or register a new organization like the organization resulting from the
conversion; or
b. If the organization resulting from the conversion will be a foreign organization that
will transact business in this state, then the fees provided by the governing laws
to obtain a certificate of authority or register an organization like the organization
resulting from the conversion.
21. Filing a statement of withdrawal of foreign limited partnership, twenty-five dollars.

22. Filing an annual report of a limited partnership or foreign limited partnership,
twenty-five dollars.
a. The secretary of state shall charge and collect additional fees for late filing of an
annual report as follows:
(1) After the date provided in subsection 3 of section 45-10.2-108, twenty
dollars; and
(2) After the dissolution of the limited partnership or the revocation of the
certificate of authority of a foreign limited partnership, the reinstatement fee
of one hundred dollars.
b. Fees paid to the secretary of state according to this subsection are not refundable
if an annual report submitted to the secretary of state cannot be filed because it
lacks information required by section 45-10.2-108, or the annual report lacks
sufficient payment as required by this subsection.
23. Any record submitted for approval before the actual time of submission for filing,
one-half of the fee provided in this section for filing the record.
24. Filing any process, notice, or demand for service, the fee provided in section
10-01.1-03.
25. Furnishing a certificate of existence or authorization:
a. Fifteen dollars; and
b. Five dollars for a search of records.
26. Furnishing a certified copy of any record, or paper relating to a limited partnership or
foreign limited partnership:
a. The fee provided in section 54-09-04 for copying a record;
b. Fifteen dollars for the certificate and affixing the seal thereto; and
c. Five dollars for a search of records.
Secretary of state - Fees for filing records. (Contingent effective date - See note)
The secretary of state shall charge and collect for:
1. Filing a certificate of limited partnership, one hundred ten dollars.
2. Filing a limited partnership amendment, forty dollars.
3. Filing articles of conversion of a limited partnership, fifty dollars and:
a. If the organization resulting from the conversion will be a domestic organization
governed by the laws of this state, then the fees provided by the governing laws
to establish or register a new organization like the organization resulting from the
conversion; or
b. If the organization resulting from the conversion will be a foreign organization that
will transact business in this state, then the fees provided by the governing laws
to obtain a certificate of authority or register an organization like the organization
resulting from the conversion.
4. Filing abandonment of conversion, fifty dollars.
5. Filing limited partnership articles of merger, fifty dollars.
6. Filing abandonment of merger or exchange, fifty dollars.
7. Filing a limited partnership statement of correction, forty dollars.
8. Filing a limited partnership dissolution, twenty-five dollars.
9. Filing a limited partnership cancellation, twenty-five dollars.
10. Filing a reservation of name, ten dollars.
11. Filing a notice of transfer of a reserved limited partnership name, ten dollars.
12. Filing a cancellation of a reserved limited partnership name, ten dollars.
13. Filing a consent to use a name, ten dollars.
14. Filing a statement of change of address of registered office or change of registered
agent, or both, or a change of address of registered office by registered agent, the fee
provided by section 10-01.1-03.
15. Filing a certificate of authority of foreign limited partnership, one hundred ten dollars.
16. Filing a certified statement of amendment of foreign limited partnership, forty dollars.
17. Filing a certified statement of dissolution of foreign limited partnership, twenty-five
dollars.

18. Filing a certified statement of cancellation of foreign limited partnership, twenty-five
dollars.
19. Filing a certified statement of merger of foreign limited partnership, fifty dollars.
20. Filing a certified statement of conversion of foreign limited partnership, fifty dollars and:
a. If the organization resulting from the conversion will be a domestic organization
governed by the laws of this state, then the fees provided by the governing laws
to establish or register a new organization like the organization resulting from the
conversion; or
b. If the organization resulting from the conversion will be a foreign organization that
will transact business in this state, then the fees provided by the governing laws
to obtain a certificate of authority or register an organization like the organization
resulting from the conversion.
21. Filing a statement of withdrawal of foreign limited partnership, twenty-five dollars.
22. Filing an annual report of a limited partnership or foreign limited partnership,
twenty-five dollars.
a. The secretary of state shall charge and collect additional fees for late filing of an
annual report as follows:
(1) After the date provided in subsection 3 of section 45-10.2-108, twenty
dollars; and
(2) After the dissolution of the limited partnership or the revocation of the
certificate of authority of a foreign limited partnership, the reinstatement fee
of one hundred dollars.
b. Fees paid to the secretary of state according to this subsection are not refundable
if an annual report submitted to the secretary of state cannot be filed because it
lacks information required by section 45-10.2-108, or the annual report lacks
sufficient payment as required by this subsection.
23. Any record submitted for approval before the actual time of submission for filing,
one-half of the fee provided in this section for filing the record.
24. Filing any process, notice, or demand for service, the fee provided in section
10-01.1-03.
25. Furnishing a certificate of existence or authorization:
a. Fifteen dollars; and
b. Five dollars for a search of records.
26. Furnishing a certified copy of any record, or paper relating to a limited partnership or
foreign limited partnership:
a. The fee provided in section 54-09-04 for copying a record;
b. Fifteen dollars for the certificate and affixing the seal thereto; and
c. Five dollars for a search of records.