Secretary of state - Involuntary dissolution - Revocation of certificate of authority
N.D. Cent. Code § 45-10.2-108.1
in effect45-10.2-108.1. Secretary of state - Involuntary dissolution - Revocation of certificate
of authority.
1. With respect to involuntary dissolution of a limited partnership by the secretary of
state:
a. A limited partnership may be involuntarily dissolved by the secretary of state if:
(1) The limited partnership has failed to appoint and maintain a registered agent
and registered office as provided in section 45-10.2-17; or
(2) A misrepresentation has been made of any material matter in any
application, report, affidavit, or other record submitted by the limited
partnership under this chapter.
b. A limited partnership may not be dissolved by the secretary of state as provided
for in this section unless:
(1) The secretary of state has given the limited partnership not less than sixty
days' notice by mail addressed to its registered agent at the registered office
in this state or, if the limited partnership does not maintain a registered
agent in this state, the notice must be mailed to its principal office; and
(2) During the sixty-day period, the limited partnership has failed to:
(a) File the report of change as provided in chapter 10-01.1 regarding the
registered office or the registered agent;
(b) File any other required record; or
(c) Correct the misrepresentation.
c. Upon expiration of sixty days after the mailing of the notice, the existence of the
limited partnership ceases. The secretary of state shall issue a notice of
dissolution and shall mail the notice addressed to its registered agent at the
registered office in this state or, if the limited partnership does not maintain a
registered agent in this state, the notice must be mailed to its principal office.
2. With respect to the revocation of a certificate of authority of a foreign limited
partnership by the secretary of state:
a. The certificate of authority of a foreign limited partnership to transact business in
this state may be revoked by the secretary of state if:
(1) The foreign limited partnership has failed to:
(a) Appoint and maintain a registered agent and registered office as
provided in section 45-10.2-82;
(b) Maintain the registration of a general partner as required in section
45-10.2-16;
(c) File a report upon any change in the address of its principal executive
office;
(d) File with the secretary of state any amendment to its application for a
certificate of authority as provided in section 45-10.2-81;
(e) File with the secretary of state any merger as provided in section
45-10.2-83; or
(f) File with the secretary of state an application for cancellation of its
authority as provided in section 45-10.2-85 when the foreign limited
partnership's existence has expired or the foreign limited partnership
has been dissolved in the jurisdiction of the foreign limited partnership;
or
(2) A misrepresentation has been made of any material matter in any
application, report, affidavit, or other record submitted by the foreign limited
partnership under this chapter.
b. A certificate of authority may not be revoked by the secretary of state as provided
for in this section unless:
(1) The secretary of state has given the foreign limited partnership not less than
sixty days' notice by mail addressed to its registered agent at the registered
office in this state or, if the limited partnership failed to maintain a registered
agent in this state, the notice must be mailed to its principal office; and
(2) During the sixty-day period, the foreign limited partnership has failed to:
(a) File the report of change as provided in chapter 10-01.1 regarding the
registered office or the registered agent;
(b) Maintain the registration of a general partner as required in section
45-10.2-16;
(c) File a report upon any change in the address of its principal executive
office;
(d) File any amendment;
(e) File any merger;
(f) File an application for cancellation;
(g) File any other required record; or
(h) Correct the misrepresentation.
c. Upon expiration of sixty days after the mailing of the notice, the authority of the
foreign limited partnership to transact business in this state ceases. The secretary
of state shall issue a notice of revocation and shall mail the notice to the
registered agent at the registered office in this state or, if the foreign limited
partnership failed to maintain a registered agent in this state, the notice must be
mailed to its principal office.
3. If the limited partnership or foreign limited partnership files a report of change relating
to the registered agent or any other required record or correction of a
misrepresentation after the notice with the fee provided for in section 45-10.2-109, the
secretary of state shall restore the certificate of authority to good standing. Until
restored to good standing, the secretary of state may not accept for filing any
document respecting the limited partnership or foreign limited partnership except those
incident to its dissolution or cancellation.
Source: Open US Law by Vaquill AI (CC BY 4.0)URL: https://ndlegis.gov/cencode/t45c10-2.pdf#nameddest=45-10p2-108p1Fetched: 10/16/2026