1. The secretary of state shall administer this chapter.
2. The secretary of state may propound to any limited liability partnership subject to this
chapter and to any partner any interrogatory reasonably necessary and proper to
ascertain whether the partnership has complied with this chapter.
a. Any interrogatory must be answered within thirty days after mailing or within any
additional time fixed by the secretary of state. Every answer to the interrogatory
must be full and complete and be made in writing and under oath.
b. If an interrogatory is directed:
(1)To an individual, the interrogatory must be answered by that individual;
(2)To a domestic limited liability partnership, the interrogatory must be
answered by a managing partner; or
(3)To a foreign limited liability partnership, t
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1. The secretary of state shall administer this chapter.
2. The secretary of state may propound to any limited liability partnership subject to this
chapter and to any partner any interrogatory reasonably necessary and proper to
ascertain whether the partnership has complied with this chapter.
a. Any interrogatory must be answered within thirty days after mailing or within any
additional time fixed by the secretary of state. Every answer to the interrogatory
must be full and complete and be made in writing and under oath.
b. If an interrogatory is directed:
(1) To an individual, the interrogatory must be answered by that individual;
(2) To a domestic limited liability partnership, the interrogatory must be
answered by a managing partner; or
(3) To a foreign limited liability partnership, the interrogatory must be answered
by a resident partner or, if no partner is a resident partner, a partner
designated by the foreign limited liability partnership.
c. The secretary of state need not file any record to which an interrogatory relates
until the interrogatory is answered, except if the answers disclose the record is
not in conformity with this chapter.
d. The secretary of state shall certify to the attorney general, for any action the
attorney general determines appropriate, any interrogatory and answers that
disclose a violation of this chapter.
e. Each managing partner of a domestic limited liability partnership or a resident
partner or designated partner of a foreign limited liability partnership who fails or
refuses within the time provided by this section to answer truthfully and fully every
interrogatory propounded to that person by the secretary of state is guilty of an
infraction.
f. Any interrogatory propounded by the secretary of state and the answers are not
open to public inspection under section 44-04-18. The secretary of state may not
disclose any fact or information obtained from an interrogatory except to the
extent permitted by law or required for evidence in any criminal proceeding or
other action by this state.
3. If the secretary of state rejects any record required by this chapter to be approved by
the secretary of state before the record may be filed, the secretary of state shall give
written notice of the rejection to the person that delivered the record, specifying the
reasons for rejection.
a. Within thirty days after the service of the notice of denial, the limited liability
partnership may appeal to the district court in the judicial district serving Burleigh
County by filing with the clerk of that court a petition setting forth a copy of the
record sought to be filed and a copy of the written rejection of the record by the
secretary of state. The court shall try the matter de novo.
b. The court shall sustain the action of the secretary of state or direct the secretary
of state to take any action the court determines proper.
4. If the secretary of state revokes the registration of any foreign limited liability
partnership pursuant to section 45-22-16, then the foreign limited liability partnership
may appeal to district court in the judicial district serving Burleigh County by filing with
the clerk of that court a petition, including:
a. A copy of the foreign limited liability partnership's registration; and
b. A copy of the notice of revocation given by the secretary of state. The court shall
try the matter de novo. The court shall sustain the action of the secretary of state
or direct the secretary of state to take any action the court determines proper.
5. If the court order sought is one for reinstatement of a domestic limited liability
partnership registration that has been revoked as provided in subsection 5 of section
45-22-22.1, or for reinstatement of the registration of a foreign limited liability
partnership that has been revoked as provided in subsection 6 of section 45-22-21.1,
then, together with any other action the court deems proper, any such order which
orders the reinstatement of the registration of a domestic or foreign limited liability
partnership registration shall require the domestic or foreign limited liability partnership
to:
a. File the most recent past-due annual report;
b. Pay the fees to the secretary of state for all past-due annual reports as provided
in subsection 1 of section 45-22-22; and
c. Pay the reinstatement fee to the secretary of state as provided in subsection 1 of
section 45-22-22.
6. The attorney general may maintain an action to restrain a foreign limited liability
partnership from transacting business in this state in violation of this chapter.