§ 45-22-16 — Secretary of state - Revocation of registration

North Dakota § 45-22-16

• Jurisdiction: North Dakota
• Title 45: Partnerships
• Ch. 45-22: Limited Liability Partnerships

Text

1. The registration of a limited liability partnership or foreign limited liability partnership
may be revoked by the secretary of state if:
a. The limited liability partnership or foreign limited liability partnership fails:
(1) To appoint and maintain a registered agent and registered office as provided
in chapter 10-01.1;
(2) To file any amendment to the registration of the limited liability partnership or
foreign limited liability partnership as required to be filed pursuant to
subdivision b or c of subsection 4 of section 45-22-03;
(3) Fails to file a merger as required to be filed pursuant to subdivision d of
subsection 4 of section 45-22-03; or
(4) Fails to file a withdrawal statement or cancellation of its registration if the
foreign limited liability partnership's existence expires, it is dissolved, or it
ceases to exist in the jurisdiction of origin.
b. An intentional misrepresentation is made in any material matter in any
registration, report, affidavit, or other document submitted by the limited liability
partnership or foreign limited liability partnership pursuant to this chapter.
2. Except for revocation of the registration for failure to file the annual report as provided
in section 45-22-21.1, the secretary of state may not revoke the registration of a limited
liability partnership or foreign limited liability partnership unless:
a. The secretary of state gave the limited liability partnership or foreign limited
liability partnership at least sixty days' notice of the reason for the pending
revocation by mail addressed to the registered agent of the limited liability
partnership or foreign limited liability partnership at the registered office or, if the
limited liability partnership or foreign limited liability partnership fails to appoint
and maintain a registered agent in this state, by mail addressed to its principal
executive office; and

b. During the sixty-day period, the limited liability partnership or foreign limited
liability partnership fails:
(1) To appoint and maintain a registered agent as provided in chapter 10-01.1;
(2) To file the report of change regarding the name or business address of the
registered agent;
(3) To file any amendment to the registration of the limited liability partnership or
foreign limited liability partnership required to be filed pursuant to
subdivision b or c of subsection 4 of section 45-22-03; or
(4) To correct the misrepresentation.
3. Upon the expiration of the sixty-day period without the limited liability partnership or
foreign limited liability partnership curing the reason for the pending revocation set
forth in the notice, the registration is revoked. The secretary of state shall note the
revocation in the records of the secretary of state and shall give notice of the
revocation to the limited liability partnership or foreign limited liability partnership.
Notice by the secretary of state must be mailed to the last registered agent at the last
registered office. If the limited liability partnership or foreign limited liability partnership
failed to appoint and maintain a registered office in this state, the notice must be
mailed to its principal executive office.