§ 45-10.2-27 — (206) Delivery to and filing of records by secretary of state and effective date

North Dakota § 45-10.2-27

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

Text

date.
1. A record authorized or required to be delivered to the secretary of state for filing under
this chapter must be captioned to describe the purpose of the record, be in a medium
permitted by the secretary of state, and be delivered to the secretary of state. If the
secretary of state determines that a record complies with the filing requirements of this
chapter, then the secretary of state shall file the record and, except for an annual
report, return a copy of the filed record to the person that delivered it to the secretary
of state for filing. That person shall then:
a. For a statement of dissociation, send a copy of the filed statement:
(1) To the person which the statement indicates has dissociated as a general
partner; and
(2) To the limited partnership;
b. For a statement of withdrawal, send a copy of the filed statement:
(1) To the person on whose behalf the record was filed; and
(2) If the statement refers to an existing limited partnership, to the limited
partnership; and
c. For all other records, send a copy of the filed record to the person on whose
behalf the record was filed.
2. Upon request and payment of a fee provided in section 45-10.2-109, the secretary of
state shall send to the requester a certified copy of the requested record.
3. Except as otherwise provided in sections 45-10.2-18 and 45-10.2-28, a record
delivered to the secretary of state for filing under this chapter may specify a delayed
effective date within ninety days. Except as otherwise provided in this chapter, a record
filed by the secretary of state is effective:
a. If the record does not specify a delayed effective date within ninety days, then on
the date the record is filed as evidenced by the endorsement of the secretary of
state of the date on the record.
b. If the record specifies a delayed effective date within ninety days, then on the
specified date.
45-10.2-28. Correcting a filed record.
With respect to correction of a filed record:
1. Whenever a record authorized by this chapter to be filed with the secretary of state
has been filed and inaccurately records the action referred to in the record, contains
an inaccurate or erroneous statement, or was defectively or erroneously signed,
sealed, acknowledged, or verified, the record may be corrected by filing a statement of
correction.
2. A statement of correction:
a. Must:
(1) Be signed by:
(a) The person that signed the original record; or

(b) By a person authorized to sign on behalf of that person;
(2) Set forth the name of the limited partnership that filed the record;
(3) Identify the record to be corrected by description and by the date of its filing
with the secretary of state;
(4) Identify the inaccuracy, error, or defect to be corrected; and
(5) Set forth a statement in corrected form of the portion of the record to be
corrected.
b. May not revoke or nullify the record.
3. The statement of correction must be filed with the secretary of state.
4. With respect to the effective date of correction:
a. A certificate issued by the secretary of state before a record is corrected, with
respect to the effect of filing the original record, is considered to be applicable to
the record as corrected as of the date the record as corrected is considered to
have been filed under this subsection.
b. After a statement of correction has been filed with the secretary of state, the
original record as corrected is considered to have been filed:
(1) On the date the statement of correction was filed:
(a) As to persons adversely affected by the correction; and
(b) For the purposes of subsections 3 and 4 of section 45-10.2-06; and
(2) On the date the original record was filed as to all other persons and for all
other purposes.