§ 45-22-21.1 — Secretary of state - Annual report of domestic limited liability partnership and foreign limited liability partnership

North Dakota § 45-22-21.1

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

Text

and foreign limited liability partnership.
1. Each domestic limited liability partnership and each foreign limited liability partnership
authorized to transact business in this state shall file, within the time provided by
subsection 3, an annual report setting forth:
a. The name of the limited liability partnership and its jurisdiction of origin.
b. The address of the registered office of the limited liability partnership in this state,
and the name of the limited liability partnership's registered agent in this state at
that address.
c. The address of the limited liability partnership's chief executive office.
d. A brief statement of the character of the business in which the limited liability
partnership is actually engaged in this state.
e. The name and respective address of each managing partner of the domestic
limited liability partnership or foreign limited liability partnership.
f. If the limited liability partnership or foreign limited liability partnership owns or
leases land that is used for farming or ranching in this state, a statement listing:
(1) The names and addresses of all partners; and
(2) The acreage [hectarage] and location listed by section, township, range, and
county of all land in this state owned or leased by the limited liability
partnership or foreign limited liability partnership.
2. The annual report must be submitted on forms prescribed by the secretary of state.
The information provided must be given as of the date of the execution of the report.
The annual report must be signed as provided in subsection 24 of section 45-22-01,
the partnership agreement, or in a resolution approved by the affirmative vote of the
required proportion or number of partners. If the limited liability partnership is in the
hands of a receiver or trustee, the annual report must be signed on behalf of the
limited liability partnership by the receiver or trustee. The secretary of state may
destroy any annual report provided for in this section after the annual report is on file
for six years.
3. Except for the first annual report, the annual report of a limited liability partnership or
foreign limited liability partnership must be delivered to the secretary of state before
April first of each year. The first annual report of a limited liability partnership must be

delivered before April first of the year following the calendar year of the effective date
stated in the registration and the first annual report of a foreign limited liability
partnership must be delivered before April first of the year following the calendar year
in which the registration is filed by the secretary of state. A limited liability partnership
in existence on July 1, 1999, shall file the first annual report before April first in the
year of the expiration of the registration in effect on July 1, 1999. The secretary of state
must file the annual report if the annual report conforms to the requirements of
subsection 2.
a. If the annual report does not conform, the annual report must be returned to the
limited liability partnership for any necessary corrections.
b. If the annual report is filed before the deadlines provided in this subsection,
penalties for the failure to file a report within the time provided do not apply if the
annual report is corrected to conform to the requirements of subsection 2 and
returned to the secretary of state within thirty days after the annual report was
returned by the secretary of state for correction.
4. After the date established under subsection 3, the secretary of state shall notify any
limited liability partnership failing to file an annual report that the limited liability
partnership's registration is not in good standing and that the registration of the limited
liability partnership may be revoked pursuant to subsection 5.
a. The secretary of state shall mail notice of revocation to the last registered agent
at the last registered office.
b. If the limited liability partnership files an annual report after the notice is mailed,
together with the annual report filing fee and late filing penalty fee as provided by
section 45-22-22, the secretary of state shall restore the limited liability
partnership's registration to good standing.
5. A domestic limited liability partnership that does not file an annual report, along with
the statutory filing and penalty fees, within six months after the date established in
subsection 3, forfeits the limited liability partnership's registration.
a. The secretary of state shall note the revocation of the domestic limited liability
partnership's registration on the records of the secretary of state and shall give
notice of the action to the revoked domestic limited liability partnership.
b. Notice by the secretary of state must be mailed to the domestic limited liability
partnership's last registered agent at the last registered office.
6. A foreign limited liability partnership that does not file an annual report, along with the
statutory filing and penalty fees, within six months after the date established by
subsection 3, forfeits the foreign limited liability partnership's registration and authority
to transact business in this state.
a. The secretary of state shall note the revocation of the foreign limited liability
partnership's registration and authority on the records of the secretary of state
and shall give notice of the action to the foreign limited liability partnership.
b. Notice by the secretary of state must be mailed to the foreign limited liability
partnership's last registered agent at the last registered office.
c. The secretary of state's decision that a registration must be revoked under this
subsection is final.
7. A domestic limited liability partnership with a registration that is revoked for failure to
file an annual report or a foreign limited liability partnership with registration and
authority that are forfeited by failure to file an annual report may be reinstated by filing
a past-due report, together with the statutory filing and penalty fees for an annual
report and a reinstatement fee as provided in section 45-22-22. The fees must be paid
and the report filed within one year following the revocation. Reinstatement under this
subsection does not affect any right or liability of a domestic limited liability partnership
or a foreign limited liability partnership for the time from the revocation to the
reinstatement.