§ 45-23-01 — Definitions

For the purposes of this chapter, unless the context otherwise requires:
1. "Address" means:
a. In case of a registered office or principal executive office, the mailing address of
the actual office location which may not be only a post-office box; and
b. In all other cases, the mailing address, including the zip code.
2. "Authenticated electronic communication" means:
a. That the electronic communication is delivered:
(1) To the principal place of business of the limited liability limited partnership;
or
(2) To a partner or agent of the limited liability limited partnership authorized by
the limited liability limited partnership to receive the electronic
communication; and
b. That the electronic communication sets forth information from which the limited
liability limited partnership can reasonably conclude that the electronic
communication was sent by the purported sender.
3. "Domestic organization" means an organization created under the laws of this state.
4. "Electronic" means relating to technology having electrical, digital, magnetic, wireless,
optical, electromagnetic, or similar capabilities.
5. "Electronic communication" means any form of communication, not directly involving
the physical transmission of paper:
a. That creates a record that may be retained, retrieved, and reviewed by a recipient
of the communication; and
b. That may be directly reproduced in paper form by the recipient through an
automated process.
6. "Electronic record" means a record created, generated, sent, communicated, received,
or stored by electronic means.
7. "Electronic signature" means an electronic sound, symbol, or process attached to or
logically associated with a record which is signed or adopted by a person with the
intent to sign the record.
8. "Filed with the secretary of state" means, except as otherwise permitted by law or rule:
a. That a record meeting the applicable requirements of this chapter, together with
the fees provided in section 45-23-08, was delivered or communicated to the
secretary of state by a method or medium of communication acceptable by the
secretary of state and was determined by the secretary of state to conform to law.
b. That the secretary of state did then:
(1) Record the actual date on which the record was filed, and if different, the
effective date of filing; and
(2) Record the record in the office of the secretary of state.
9. "Foreign limited liability limited partnership" means a partnership that is formed by two
or more persons under the laws of a jurisdiction other than this state, and:
a. Which is required by those laws to have one or more general partners and one or
more limited partners;
b. Whose general partners and limited partners have limited liability for the
obligations of the foreign limited liability limited partnership under provisions
similar to this chapter;
c. For a purpose or purposes for which a limited liability limited partnership may be
formed under this chapter; and
d. Is in good standing in the jurisdiction of origin.
10. "Foreign limited partnership" means a partnership that is formed by two or more
persons under laws other than the laws of this state:
a. Which is required by those laws to have one or more general partners and one or
more limited partners;

b. Whose general partners have personal liability for the obligations of the foreign
limited partnership under provisions similar to chapter 45-10.2;
c. For a purpose for which a limited partnership may be organized under chapter
45-10.2; and
d. Is in good standing in its jurisdiction of origin.
11. "Foreign organization" means an organization created under laws other than the laws
of this state for a purpose for which the organization may be created under the laws of
this state.
12. "General partner" means:
a. With respect to a limited liability limited partnership, a person:
(1) That becomes a general partner under section 45-10.2-37 and has not
become dissociated as a general partner under section 45-10.2-57; or
(2) That was a general partner in a limited partnership when the limited
partnership became subject to chapter 45-10.2 under section 45-10.2-03
and has not become dissociated as a general partner under section
45-10.2-57; and
b. With respect to a foreign limited liability limited partnership, a person that has
rights, powers, and obligations similar to those of a general partner in a limited
liability limited partnership.
13. "Governing statute" means:
a. With respect to a domestic organization, the following chapters of this code which
govern the internal affairs of the organization:
(1) If a corporation, then chapter 10-19.1;
(2) If a limited liability company, then chapter 10-32.1;
(3) If a limited partnership, then chapter 45-10.2;
(4) If a general partnership, then chapters 45-13 through 45-21;
(5) If a limited liability partnership, then chapter 45-22; and
(6) If a limited liability limited partnership, then this chapter; and
b. With respect to a foreign organization, the laws of the jurisdiction under which the
organization is created and under which the internal affairs of the organization are
governed.
14. "Jurisdiction of origin" refers to the jurisdiction in which the limited liability limited
partnership status of a foreign limited liability limited partnership was established.
15. "Limited liability limited partnership", except in the phrase "foreign limited liability
limited partnership", means a partnership formed by two or more persons having one
or more general partners and one or more limited partners which is formed under or
elects to become subject to this chapter.
16. "Limited partner" means:
a. With respect to a limited liability limited partnership, a person that:
(1) Becomes a limited partner under section 45-10.2-31 and has not become
dissociated as a limited partner under section 45-10.2-55; or
(2) Was a limited partner in a limited partnership when the limited partnership
became subject to chapter 45-10.2 under section 45-10.2-03 and has not
become dissociated as a limited partner under section 45-10.2-55; and
b. With respect to a foreign limited liability limited partnership, a person that has
rights, powers, and obligations similar to those of a limited partner in a limited
liability limited partnership.
17. "Limited partnership", except in the phrase "foreign limited partnership" and "foreign
limited liability limited partnership", means a partnership having one or more general
partners and one or more limited partners which is formed under or elects to become
subject to chapter 45-10.2.
18. "Notice":
a. Is given to a limited liability limited partnership:
(1) When in writing and mailed or delivered to a general partner at the
registered office or principal executive office of the limited liability limited
partnership; or

(2) When given by a form of electronic communication consented to by a
general partner of the limited liability limited partnership to which the notice
is given if by:
(a) Facsimile communication, when directed to a telephone number at
which a general partner of the limited liability limited partnership has
consented to receive notice;
(b) Electronic mail, when directed to an electronic mail address at which a
general partner of the limited liability limited partnership has
consented to receive notice;
(c) Posting on an electronic network on which a general partner of the
limited liability limited partnership has consented to receive notice,
together with separate notice to the limited liability limited partnership
of the specific posting, upon the later of:
[1] The posting; or
[2] The giving of the separate notice; or
(d) Any other form of electronic communication by which a general
partner of the limited liability limited partnership has consented to
receive notice, when directed to the limited liability limited partnership;
b. Is given to a partner of the limited liability limited partnership:
(1) When in writing and mailed or delivered to the partner at the registered
office or principal executive office of the limited liability limited partnership; or
(2) When given by a form of electronic communication consented to by the
partner to which the notice is given if by:
(a) Facsimile communication, when directed to a telephone number at
which the partner has consented to receive notice;
(b) Electronic mail, when directed to an electronic mail address at which
the partner has consented to receive notice;
(c) Posting on an electronic network on which the partner has consented
to receive notice, together with separate notice to the partner of the
specific posting, upon the later of:
[1] The posting; or
[2] The giving of the separate notice; or
(d) Any other form of electronic communication by which the partner has
consented to receive notice when directed to the partner;
c. Is given in all other cases:
(1) When mailed to the person at an address designated by the person or at the
last-known address of the person;
(2) When deposited with a nationally recognized overnight delivery service for
overnight delivery or, if overnight delivery to the person is not available, for
delivery as promptly as practicable, to the person at an address designated
by the person or at the last-known address of the person;
(3) When handed to the person;
(4) When left at the office of the person with a clerk or other person in charge of
the office or:
(a) If there is no one in charge, when left in a conspicuous place in the
office; or
(b) If the office is closed or the person to be notified has no office, when
left at the dwelling house or usual place of abode of the person with
some person of suitable age and discretion residing there;
(5) When given by a form of electronic communication consented to by the
person to whom the notice is given if by:
(a) Facsimile communication, when directed to a telephone number at
which the person has consented to receive notice;
(b) Electronic mail, when directed to an electronic mail address at which
the person has consented to receive notice;

(c) Posting on an electronic network on which the person has consented
to receive notice, together with separate notice to the person of the
specific posting, upon the later of:
[1] The posting; or
[2] The giving of the separate notice; or
(d) Any other form of electronic communication by which the person has
consented to receive notice, when directed to the person; or
(6) When the method is fair and reasonable when all circumstances are
considered;
d. Is given when deposited in the United States mail with sufficient postage affixed;
e. Is given by deposit for delivery when deposited for delivery as provided in
paragraph 2 of subdivision c, after having made sufficient arrangements for
payment by the sender; and
f. Is deemed received when given.
19. "Organization":
a. Means, whether domestic or foreign, a corporation, limited liability company,
general partnership, limited partnership, limited liability partnership, limited liability
limited partnership, or any other person subject to a governing statute; but
b. Excludes:
(1) Any nonprofit corporation, whether a domestic nonprofit corporation which is
incorporated under chapter 10-33 or a foreign nonprofit corporation which is
incorporated in another jurisdiction; or
(2) Any nonprofit limited liability company, whether a domestic nonprofit limited
liability company which is organized under chapter 10-36 or a foreign
nonprofit limited liability company which is organized in another jurisdiction.
20. "Principal executive office" means:
a. An office from which the limited liability limited partnership conducts business; or
b. If the limited liability limited partnership has no office from which the limited
liability limited partnership conducts business, then the registered office of the
limited liability limited partnership.
21. "Record" means information that is inscribed on a tangible medium or that is stored in
an electronic or other medium and is retrievable in perceivable form.
22. "Registered office" means the place in this state designated as the registered office of
the limited liability limited partnership or foreign limited liability limited partnership.
23. "Remote communication" means communication via electronic communication,
conference telephone, videoconference, the internet, or such other means by which
persons not physically present in the same location may communicate with each other
on a substantially simultaneous basis.
24. "Signed" means:
a. That the signature of a person, which may be a facsimile affixed, engraved,
printed, placed, stamped with indelible ink, transmitted by facsimile or
electronically, or in any other manner reproduced on the record, is placed on a
record with the present intention to authenticate that record; and
b. With respect to a record required by this chapter to be filed with the secretary of
state, that:
(1) The record is signed by a person authorized to sign by this chapter, or
pursuant to an agreement among the partners, or by a resolution approved
by the affirmative vote of the required proportion or number of partners; and
(2) The signature and the record are communicated by a method or medium
acceptable by the secretary of state.