§ 45-10.2-111 — Secretary of state - Powers - Enforcement - Penalty - Appeal

North Dakota § 45-10.2-111

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

Text

1. The secretary of state shall administer this chapter.
2. The secretary of state may propound to any limited partnership or foreign limited
partnership subject to this chapter and to any partner any interrogatory reasonably
necessary and proper to ascertain whether the partnership has complied with this
chapter.
a. Any interrogatory must be answered within thirty days after mailing or within any
additional time fixed by the secretary of state. Every answer to the interrogatory
must be full and complete and be made in writing and under oath.
b. If an interrogatory is directed:
(1) To an individual, then the interrogatory must be answered by that individual;

(2) To a domestic limited partnership, then the interrogatory must be answered
by a managing partner; or
(3) To a foreign limited partnership, then the interrogatory must be answered by
a resident partner or, if no partner is a resident partner, a partner designated
by the foreign limited partnership.
c. The secretary of state need not file any record to which an interrogatory relates
until the interrogatory is answered, except if the answers disclose the record is
not in conformity with this chapter.
d. The secretary of state shall certify to the attorney general, for any action the
attorney general determines appropriate, any interrogatory and answers that
disclose a violation of this chapter.
e. Each general partner of a limited partnership or a resident partner or designated
partner of a foreign limited partnership who fails or refuses within the time
provided by this section to answer truthfully and fully every interrogatory
propounded to that person by the secretary of state is guilty of an infraction.
f. Any interrogatory propounded by the secretary of state and the answers are not
open to public inspection under section 44-04-18. The secretary of state may not
disclose any fact or information obtained from an interrogatory except to the
extent permitted by law or required for evidence in any criminal proceeding or
other action by this state.
3. If the secretary of state rejects any record required by this chapter to be approved by
the secretary of state before the record may be filed, then the secretary of state shall
give written notice of the rejection to the person that delivered the record, specifying
the reasons for rejection. Within thirty days after the service of the notice of denial, the
limited partnership or the foreign limited partnership, as the case may be, may appeal
to the district court in the judicial district serving Burleigh County by filing with the clerk
of that court a petition setting forth a copy of the record sought to be filed and a copy
of the written rejection of the record by the secretary of state. The court shall try the
matter de novo. The court shall sustain the action of the secretary of state or direct the
secretary of state to take any action the court determines proper.
4. If the secretary of state involuntarily dissolves a limited partnership pursuant to section
45-10.2-108 or if the secretary of state revokes the certificate of authority of any
foreign limited partnership and if reinstatement as provided in section 45-10.2-108 was
denied for any reason, then the limited partnership or the foreign limited partnership,
as the case may be, may appeal to the district court in the judicial district serving
Burleigh County by filing with the clerk of that court a petition including:
a. A copy of the certificate of limited partnership and a copy of the notice of
dissolution given by the secretary of state; or
b. A copy of the certificate of authority of the foreign limited partnership and a copy
of the notice of revocation given by the secretary of state.
The court shall try the matter de novo. The court shall sustain the action of the
secretary of state or direct the secretary of state to take any action the court
determines proper.
5. If the court order sought is one for reinstatement of a limited partnership that has been
dissolved as provided in subsection 5 of section 45-10.2-108, or for reinstatement of
the certificate of authority of a foreign limited partnership that has been revoked as
provided in subsection 6 of section 45-10.2-108, then, together with any other actions
the court deems proper, any such order which orders the reinstatement of the limited
partnership or the reinstatement of the certificate of authority of a foreign limited
partnership shall require the limited partnership or foreign limited partnership to:
a. File the most recent past-due annual report;
b. Pay the fees to the secretary of state for all past-due annual reports as provided
in subsection 22 of section 45-10.2-109; and
c. Pay the reinstatement fee to the secretary of state as provided in subsection 22
of section 45-10.2-109.