§ 45-23-04 — Limited liability limited partnership formation and conversion of a limited partnership to a limited liability limited partnership or conversion of a limited liability limited partnership to a limited partnership

partnership to a limited liability limited partnership or conversion of a limited liability
limited partnership to a limited partnership.
1. If a limited partnership does not exist, then a limited liability limited partnership may be
formed by filing with the secretary of state, together with the fees provided in section
45-23-08, a certificate of limited liability limited partnership:
a. That complies with the name requirements in section 45-23-03;
b. That contains a statement that limited liability limited partnership status is elected;
and
c. That otherwise conforms to the requirements of section 45-10.2-23.
2. An existing limited partnership:
a. May elect to convert to a limited liability limited partnership:
(1) By obtaining the consent of each general partner to convert the limited
partnership to a limited liability limited partnership unless:
(a) The certificate of limited partnership or the partnership agreement of
the limited partnership provides for the conversion with the consent of
less than all general partners; and
(b) Each general partner that does not consent to the amendment of
conversion has consented to that provision of the partnership
agreement.
A partner does not give the consent required by subparagraph a by
consenting to a provision in the partnership agreement which permits the
partnership agreement to be amended with the consent of fewer than all
partners;
(2) By complying with the name requirements of section 45-23-03; and
(3) By filing with the secretary of state, together with the fees provided in
sections 45-10.2-109 and 45-23-08, a record that is designated as both an
amended certificate of limited partnership and a certificate of limited liability
limited partnership which:
(a) Amends the limited partnership name to comply with the name
requirements of section 45-23-03;
(b) Contains a statement that limited liability limited partnership status is
elected; and
(c) Otherwise conforms to the requirements of section 45-10.2-23.
b. Which converts to a limited liability limited partnership is for all purposes the
same entity that existed before the conversion.
3. An existing limited liability limited partnership:
a. May elect to convert to a limited partnership:
(1) By obtaining the consent of each general partner to convert the limited
liability limited partnership to a limited partnership unless:
(a) The certificate of limited liability limited partnership or the partnership
agreement of the limited liability limited partnership provides for the
conversion with the consent of less than all general partners; and
(b) Each general partner that does not consent to the amendment of
conversion has consented to that provision of the partnership
agreement.
A partner does not give the consent required by subparagraph a by
consenting to a provision in the partnership agreement which permits the
partnership agreement to be amended with the consent of fewer than all
partners;
(2) By complying with the name requirements of section 45-10.2-11; and
(3) By filing with the secretary of state, together with the fees provided in
sections 45-10.2-109 and 45-23-08, a record that is designated as both an
amended certificate of limited liability limited partnership and a certificate of
limited partnership which:

(a) Amends the limited liability limited partnership name to comply with
the name requirements of section 45-10.2-11; and
(b) Otherwise conforms to the requirements of section 45-10.2-23.
b. Which converts to a limited partnership is for all purposes the same entity that
existed before the conversion.