(408) General standards of conduct of general partner
N.D. Cent. Code § 45-10.2-44
in effect45-10.2-44. (408) General standards of conduct of general partner
1. The only fiduciary duties that a general partner has to the limited partnership and the
other partners are the duties of loyalty and care under subsections 2 and 3.
2. A duty of loyalty of the general partner to the limited partnership and the other partners
is limited to the following:
a. To account to the limited partnership and hold as trustee for it any property, profit,
or benefit derived by the general partner in the conduct and winding up of the
activities of the limited partnership or derived from a use by the general partner of
limited partnership property, including the appropriation of a limited partnership
opportunity;
b. To refrain from dealing with the limited partnership in the conduct or winding up of
the activities of the limited partnership as or on behalf of a party having an
interest adverse to the limited partnership; and
c. To refrain from competing with the limited partnership in the conduct or winding
up of the activities of the limited partnership.
3. Duty of care of a general partner to the limited partnership and the other partners in
the conduct and winding up of the activities of a limited partnership is limited to
refraining from engaging in grossly negligent or reckless conduct, intentional
misconduct, or a knowing violation of law.
4. A general partner shall discharge the duties to the partnership and the other partners
under this chapter or under the partnership agreement and exercise any rights
consistently with the obligation of good faith and fair dealing.
5. A general partner does not violate a duty or obligation under this chapter or under the
partnership agreement merely because conduct of the general partner furthers the
interest of that general partner.
Source: Open US Law by Vaquill AI (CC BY 4.0)URL: https://ndlegis.gov/cencode/t45c10-2.pdf#nameddest=45-10p2-44Fetched: 10/16/2026