§ 45-22-20.1 — Foreign limited liability partnership - Transactions by a foreign limited liability partnership not constituting the transactions of business

North Dakota § 45-22-20.1

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

Text

liability partnership not constituting the transactions of business.
1. A foreign limited liability partnership transacting business in this state may not maintain
any claim, action, suit, or proceeding in any court of this state until the foreign limited
liability partnership registers with the secretary of state.
2. The failure of a foreign limited liability partnership to register does not impair the
validity of any contract or act of the foreign limited liability partnership or prevent the
foreign limited liability partnership from defending any claim, action, suit, or proceeding
in any court in this state.
3. A foreign limited liability partnership, by transacting business in this state without
registering, appoints the secretary of state as the foreign limited liability partnership's
agent upon whom any notice, process, or demand may be served.
4. A foreign limited liability partnership that transacts business in this state without
registering is liable to the state for the years or parts of years during which the foreign
limited liability partnership transacted business in this state without registering in an
amount equal to all fees that would have been imposed by this chapter upon that
foreign limited liability partnership had the foreign limited liability partnership duly
registered, filed all reports required by this chapter, and paid all penalties imposed by
this chapter. The attorney general shall bring proceedings to recover all amounts due
this state under this section.
5. A foreign limited liability partnership that transacts business in this state without
registering is subject to a civil penalty, payable to the state, not to exceed five
thousand dollars. Each managing partner or agent who authorizes, directs, or
participates in the transaction of business in this state on behalf of a foreign limited
liability partnership that has not registered is subject to a civil penalty, payable to the
state, not to exceed one thousand dollars.
6. The civil penalties set forth in subsection 5 may be recovered in an action brought
within the district court of Burleigh County by the attorney general. Upon a finding by
the court that a foreign limited liability partnership or any of the foreign limited liability
partnership's managing partners or agents have transacted business in this state in
violation of this chapter, the court shall issue, in addition to the imposition of a civil
penalty, an injunction restraining the further transaction of the business of the foreign
limited liability partnership and further exercise of any rights and privileges by the
foreign limited liability partnership in this state. The foreign limited liability partnership
must be enjoined from transacting business in this state until all civil penalties plus any
interest and court costs that the court may assess have been paid and until the foreign
limited liability partnership has otherwise complied with the provisions of this chapter.