§ 45-22-21 — Foreign limited liability partnership - Transactions by a foreign limited liability partnership not constituting the transaction of business

North Dakota § 45-22-21

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

Text

liability partnership not constituting the transaction of business.
1. The following activities of a foreign limited liability partnership, among others, do not
constitute transacting business within the meaning of this chapter:
a. Maintaining, defending, or settling any proceeding.
b. Holding meetings of partners or carrying on any other activities concerning
internal affairs.
c. Maintaining bank accounts.
d. Maintaining offices or agencies for the transfer, exchange, and registration of the
foreign limited liability partnership's own partnership interests or maintaining
trustees or depositories with respect to those partnership interests.

e. Selling through independent contractors.
f. Soliciting or obtaining orders, whether by mail or through employees or agents or
otherwise, if the orders require acceptance outside this state before the orders
become contracts.
g. Creating or acquiring indebtedness, with or without a mortgage, or other security
interests in real or personal property.
h. Collecting debts, including foreclosing mortgages and canceling contracts for
deed; enforcing other security interests on property; securing debts; accepting
deeds or other instruments of title from debtors in lieu of foreclosure; canceling or
other enforcement; and holding, protecting, and maintaining property acquired
under this subdivision.
i. Selling or transferring title to property in this state to any person.
j. Conducting an isolated transaction that is completed within thirty days and that is
not one in the course of repeated transactions of a like manner.
k. Transacting business in interstate commerce.
2. As used in this section, the term "transacting business" has no effect on personal
jurisdiction under the North Dakota Rules of Civil Procedure.
3. For purposes of this section, any foreign limited liability partnership that owns
income-producing real or tangible personal property in this state, other than property
exempted under subsection 1, is considered transacting business in this state.
4. This section does not apply in determining the contracts or activities that may subject a
foreign limited liability partnership to service of process or taxation in this state or to
regulation under any other law of this state.