§ 45-22-01 — Definitions

In this chapter, 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 all other cases, 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 limited liability partnership; or
(2) To a partner or agent of the limited liability partnership authorized by the
limited liability partnership to receive the electronic communication; and
b. That the electronic communication sets forth information from which the limited
liability partnership can reasonably conclude that the electronic communication
was sent by the purported sender.
3. "Domestic limited liability partnership" means a partnership formed by two or more
persons under this chapter with a registration in effect and which is not a foreign
limited liability partnership.
4. "Domestic organization" means an organization created under the laws of this state.
5. "Electronic" means relating to technology having electrical, digital, magnetic, wireless,
optical, electromagnetic, or similar capabilities.
6. "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.
7. "Electronic record" means a record created, generated, sent, communicated, received,
or stored by electronic means.
8. "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.
9. "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 45-22-23, has been delivered or communicated to
the secretary of state by a method or medium of communication acceptable by
the secretary of state and has been 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.
10. "Foreign limited liability partnership" means a partnership formed by two or more
persons as a limited liability partnership under the laws of a jurisdiction other than this
state which is in good standing in its jurisdiction of origin.
11. "Foreign organization" means an organization created under laws other than the laws
of this state for a purpose for which the organization may be created under the laws of
this state.
12. "Jurisdiction of origin" means the jurisdiction in which the limited liability partnership
status of the foreign limited liability partnership was created.
13. "Limited liability partnership" means a domestic limited liability partnership or a foreign
limited liability partnership.

14. "Managing partner" means a partner charged with the management of the limited
liability partnership or foreign limited liability partnership in this state and if no partners
are so specifically designated, then all partners.
15. "Notice":
a. Is given to a limited liability partnership:
(1) When in writing and mailed or delivered to a managing partner at the
registered office or principal executive office of the limited liability
partnership; or
(2) When given by a form of electronic communication consented to by a
managing partner of the limited liability partnership to which the notice is
given if by:
(a) Facsimile communication, when directed to a telephone number at
which a managing partner of the limited liability partnership or the
partner has consented to receive notice.
(b) Electronic mail, when directed to an electronic mail address at which a
managing partner of the limited liability partnership has consented to
receive notice.
(c) Posting on an electronic network on which a managing partner of the
limited liability partnership has consented to receive notice, together
with separate notice to the limited liability partnership if 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 of the limited liability partnership has consented to receive
notice, when directed to the limited liability partnership.
b. Is given to a partner of the limited liability partnership:
(1) When in writing and mailed or delivered to the partner at the registered
office or at the principal executive office of the limited liability 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 or, 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 usual place of abode of the person with
some person of suitable age and discretion then 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 it is given.
16. "Organization":
a. Means, whether domestic or foreign, a corporation, limited liability company,
general partnership, limited partnership, limited liability partnership, limited liability
limited partnership, or 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.
17. "Originally registered" and "original registration" means the record establishing the
limited liability partnership status of the foreign limited liability partnership in the
jurisdiction of origin of the foreign limited liability partnership.
18. "Partnership" means an association of two or more persons to carry on as co-owners
of a business for profit formed under chapters 45-13 through 45-21, predecessor law,
or comparable law of another jurisdiction.
19. "Principal executive office" means:
a. An office from which the limited liability partnership conducts business; or
b. If the limited liability partnership has no office from which the limited liability
partnership conducts business, the registered office of the limited liability
partnership.
20. "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.
21. "Register" means the act of filing with the secretary of state which causes:
a. A domestic limited liability partnership to be created; or
b. A foreign limited liability partnership to be authorized to transact business in this
state.
22. "Registered office" means the place in this state designated as the registered office of
the limited liability partnership or foreign limited liability partnership.
23. "Registration" means the record which, when filed with the secretary of state, causes:
a. A domestic limited liability partnership to be created; or

b. A foreign limited liability partnership to be authorized to do business in this state.
24. "Signed" means:
a. That the signature of a person which may be a facsimile affixed, engraved,
printed, placed, stamped with indelible ink, transmitted by 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 means that:
(1) The record is signed by a person authorized to do so by this chapter, or by
or pursuant to an agreement among the partners, 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.