§ 45-13-01 — (101) Definitions

For the purposes of chapters 45-13 through 45-21 unless the context otherwise requires:
1. "Address" means:
a. In the case of a registered office or principal executive office, the mailing address,
including the zip code, of the actual office location, which may not be only a
post-office box; and
b. In any other case, the mailing address, including the zip code.
2. "Authenticated electronic communication" means:
a. That the electronic communication is delivered:
(1) To the principal place of business of the partnership; or
(2) To a managing partner or agent of the partnership authorized by the
partnership to receive the electronic communication; and
b. That the electronic communication sets forth information from which the
partnership can reasonably conclude that the electronic communication was sent
by the purported sender.
3. "Ballot" means a written ballot or a ballot transmitted by electronic communication.
4. "Business" includes every trade, occupation, and profession.
5. "Debtor in bankruptcy" means a person that is the subject of:
a. An order for relief under title 11 of the United States Code or a comparable order
under a successor statute of general application; or
b. A comparable order under federal, state, or foreign law governing insolvency.
6. "Distribution" means a transfer of money or other property from a partnership to a
partner in the capacity of the partner as a partner or to the transferee of the partner.
7. "Domestic organization" means an organization created under the laws of this state.
8. "Electronic" means relating to technology having electrical, digital, magnetic, wireless,
optical, electromagnetic, or similar capabilities.
9. "Electronic communication" means any form of communication, not directly involving
the physical transmission of paper:
a. That creates a record that may be retained, retrieved, and reviewed by a recipient
of the communication; and
b. That may be directly reproduced in paper form by the recipient through an
automated process.
10. "Electronic record" means a record created, generated, sent, communicated, received,
or stored by electronic means.
11. "Electronic signature" means an electronic sound, symbol, or process attached to or
logically associated with a record and signed or adopted by a person with the intent to
sign the record.
12. "Filed with the secretary of state" means, except as otherwise permitted by law or rule:
a. That a record meeting the applicable requirements of this chapter together with
the fees provided in section 45-13-05 was delivered or communicated to the
secretary of state by a method or medium of communication acceptable by the
secretary of state and was determined by the secretary of state to conform to law.
b. That the secretary of state did then:
(1) Record the actual date on which the record was filed, and if different, the
effective date of filing; and
(2) Record the record in the office of the secretary of state.
13. "Foreign limited liability partnership" means a partnership that is formed under laws
other than the laws of this state and has the status of a limited liability partnership
under those laws.
14. "Foreign organization" means an organization created under laws other than the laws
of this state for a purpose for which an organization may be created under the laws of
this state.

15. "Limited liability partnership" means a partnership that filed a registration under
chapter 45-22 and does not have a similar statement in effect in any other jurisdiction.
16. "Managing partner" means a partner charged with the management of the partnership
in this state and if no partners are specifically so designated, then all partners.
17. "Notice":
a. Is given to a partnership:
(1) When in writing and mailed or delivered to the principal executive office of
the partnership; or
(2) When given by a form of electronic communication consented to by a
managing partner to which the notice is given if by:
(a) Facsimile communication, when directed to a telephone number at
which the managing partner has consented to receive notice.
(b) Electronic mail, when directed to an electronic mail address at which
the managing partner has consented to receive notice.
(c) Posting on an electronic network on which the managing partner has
consented to receive notice, together with separate notice to the
managing partner of the specific posting, upon the later of:
[1] The posting; or
[2] The giving of the separate notice.
(d) Any other form of electronic communication by which a managing
partner has consented to receive notice, when directed to the
partnership.
b. Is given to a partner of the partnership:
(1) When in writing and mailed or delivered to the partner at the principal
executive office address of the partnership; or
(2) When given by a form of electronic communication consented to by the
partner to which the notice is given if by:
(a) Facsimile communication, when directed to a telephone number at
which the partner has consented to receive notice;
(b) Electronic mail, when directed to an electronic mail address at which
the partner has consented to receive notice;
(c) Posting on an electronic network on which the partner has consented
to receive notice, together with separate notice to the partner of the
specific posting, upon the later of:
[1] The posting; or
[2] The giving of the separate notice; or
(d) Any other form of electronic communication by which the partner has
consented to receive notice, when directed to the partner.
c. Is given in all other cases:
(1) When mailed to the person at an address designated by the person or at the
last-known address of the person;
(2) When deposited with a nationally recognized overnight delivery service for
overnight delivery, if overnight delivery to the person is not available, for
delivery as promptly as practicable, to the person at an address designated
by the person or at the last-known address of the person;
(3) When handed to the person;
(4) When left at the office of the person with a clerk or other person in charge of
the office or:
(a) If there is no one in charge, when left in a conspicuous place in the
office; or
(b) If the office is closed or the person to be notified has no office, when
left at the dwelling, house, or other usual place of abode of the person
with some person of suitable age and discretion residing there;
(5) When given by a form of electronic communication consented to by the
person to whom the notice is given if by:

(a) Facsimile communication, when directed to a telephone number at
which the person has consented to receive notice;
(b) Electronic mail, when directed to an electronic mail address at which
the person has consented to receive notice;
(c) Posting on an electronic network on which the person has consented
to receive notice, together with separate notice to the person of the
specific posting, upon the later of:
[1] The posting; or
[2] The giving of the separate notice; or
(d) Any other form of electronic communication by which the person has
consented to receive notice, when directed to the person; or
(6) When the method is fair and reasonable when all circumstances are
considered.
d. Is given by mail when deposited in the United States mail with sufficient postage
affixed.
e. Is given by deposit for delivery when deposited for delivery as provided in
paragraph 2 of subdivision c, after having made sufficient arrangements for
payment by the sender.
f. Is deemed received when given.
18. "Organization":
a. Means, whether a domestic or foreign, a corporation, limited liability company,
partnership, limited partnership, limited liability partnership, limited liability limited
partnership, and any other person subject to a governing statute; but
b. Excludes:
(1) A nonprofit corporation, whether a domestic nonprofit corporation which is
incorporated under chapter 10-33 or a foreign nonprofit corporation which is
incorporated in another jurisdiction; or
(2) Any nonprofit limited liability company, whether a domestic nonprofit limited
liability company which is organized under chapter 10-36 or a foreign
nonprofit limited liability company which is organized in another jurisdiction.
19. "Partnership" means an association of two or more persons to carry on as co-owners
of a business for profit formed under section 45-14-02, predecessor law, or
comparable law of another jurisdiction.
20. "Partnership agreement" means the agreement, whether written, oral, or implied,
among the partners concerning the partnership, including amendments to the
partnership agreement.
21. "Partnership at will" means a partnership in which the partners have not agreed to
remain partners until the expiration of a definite term or the completion of a particular
undertaking.
22. "Partnership interest" or "partner's interest in the partnership" means all of the interests
of a partner in the partnership, including the transferable interest of the partner and all
management and other rights.
23. "Principal executive office" means an office from which the partnership conducts
business.
24. "Property" means all property, real, personal, or mixed, tangible or intangible, or any
interest therein.
25. "Record" means information that is inscribed on a tangible medium or that is stored in
an electronic or other medium and is retrievable in perceivable form.
26. "Signed" means:
a. That the signature of a person, which may be a facsimile affixed, engraved,
printed, placed, stamped with indelible ink, transmitted by facsimile
telecommunication or electronically, or in any other manner reproduced on the
record, is placed on a record with the present intention to authenticate that
record; and
b. With respect to a record required by this chapter to be filed with the secretary of
state, that:

(1) The record is signed by a person authorized to do so by this chapter or by a
resolution approved by the affirmative vote of the required proportion or
number of partners; and
(2) The signature and the record are communicated by a method or medium of
communication acceptable by the secretary of state.
27. "State" means a state of the United States, the District of Columbia, the
Commonwealth of Puerto Rico, or any territory or insular possession subject to the
jurisdiction of the United States.
28. "Statement" means:
a. A statement of partnership authority under section 45-15-03;
b. A statement of denial under section 45-15-04;
c. A statement of dissociation under section 45-19-04;
d. A statement of dissolution under section 45-20-05;
e. A statement of conversion under section 45-21-04;
f. A statement of merger under section 45-21-07; or
g. An amendment or cancellation of any of the foregoing.
29. "Surviving organization" means an organization into which one or more other
organizations are merged and which:
a. May pre-exist the merger; or
b. Are created by the merger.
30. "Transfer" includes an assignment, conveyance, lease, mortgage, deed, and
encumbrance.