North Dakota § 45-10.2-40 (404) Liability of general partner

North Dakota Statutes

§ 45-10.2-40 — (404) Liability of general partner

North Dakota § 45-10.2-40

Title 45Partnerships

Ch. 45-10.2Uniform Limited Partnership Act

This text of North Dakota § 45-10.2-40 ((404) Liability of general partner) is published on Counsel Stack Legal Research, covering North Dakota primary law. Counsel Stack provides free access to over 12 million legal documents including statutes, case law, regulations, and constitutions.

Bluebook

N.D. Cent. Code § 45-10.2-40 (2026).

Text

1.Except as otherwise provided in subsections 2 and 3, all general partners are liable jointly and severally for all obligations of the limited partnership unless otherwise agreed by the claimant or provided by law.

2.A person that becomes a general partner of an existing limited partnership is not personally liable for an obligation of a limited partnership incurred before the person became a general partner.

3.An obligation of a limited partnership incurred while the limited partnership is a limited liability limited partnership, whether arising in contract, tort, or otherwise, is solely the obligation of the limited partnership.

a.A general partner is not personally liable, directly or indirectly, by way of contribution or otherwise, for such an obligation solely by reason of being

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1. Except as otherwise provided in subsections 2 and 3, all general partners are liable
jointly and severally for all obligations of the limited partnership unless otherwise
agreed by the claimant or provided by law.
2. A person that becomes a general partner of an existing limited partnership is not
personally liable for an obligation of a limited partnership incurred before the person
became a general partner.
3. An obligation of a limited partnership incurred while the limited partnership is a limited
liability limited partnership, whether arising in contract, tort, or otherwise, is solely the
obligation of the limited partnership.
a. A general partner is not personally liable, directly or indirectly, by way of
contribution or otherwise, for such an obligation solely by reason of being or
acting as a general partner.
b. This subsection applies despite anything inconsistent in the partnership
agreement that existed immediately before the consent required under
subdivision b of subsection 2 of section 45-10.2-42 to become a limited liability
limited partnership pursuant to chapter 45-23.