§ 45-10.2-25 — (204) Signing of records

North Dakota § 45-10.2-25

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

Text

1. Each record delivered to the secretary of state for filing pursuant to this chapter must
be signed in the following manner:

a. An initial certificate of limited partnership must be signed by all general partners
listed in the certificate.
b. An amendment to the certificate of limited partnership converting the limited
partnership to a limited liability limited partnership must be signed by all general
partners listed in the certificate.
c. An amendment to the certificate of limited partnership designating as general
partner a person admitted under subdivision b of subsection 3 of section
45-10.2-66 following the dissociation of a last general partner of a limited
partnership must be signed by that person.
d. An amendment to the certificate of limited partnership required by subsection 3 of
section 45-10.2-68 following the appointment of a person to wind up the activities
of the dissolved limited partnership must be signed by that person.
e. Any other amendment to the certificate of limited partnership must be signed by:
(1) At least one general partner listed in the certificate;
(2) Each other person designated in the amendment as a new general partner;
and
(3) Each person that the amendment indicates has dissociated as a general
partner, unless:
(a) The person is deceased or a guardian or general conservator has
been appointed for the person and the amendment so states;
(b) The dissociated person has not been requested by the limited
partnership to sign an amendment and the amendment so states; or
(c) The person has previously delivered to the secretary of state for filing
a statement of dissociation.
f. A restated certificate of limited partnership must be signed by at least one general
partner listed in the certificate, and, to the extent the restated certificate effects a
change under any other subdivision of this subsection, the certificate must be
signed in a manner that satisfies that subdivision.
g. A statement of termination must be signed by a majority in interest of the general
partners listed in the certificate of limited partnership or, if the certificate of a
dissolved limited partnership lists no general partners, then by the person
appointed pursuant to subsection 3 or 4 of section 45-10.2-68 to wind up the
activities of the dissolved limited partnership.
h. Articles of conversion must be signed by all of the general partners listed in the
certificate of limited partnership.
i. Articles of merger must be signed as provided in subsection 1 of section