(605) Effect of dissociation as general partner
N.D. Cent. Code § 45-10.2-59
in effect45-10.2-59. (605) Effect of dissociation as general partner
1. Upon the dissociation of a person as a general partner:
a. The right of the person to participate as a general partner in the management and
conduct of the activities of the partnership terminates;
b. The duty of loyalty of the person as a general partner under subdivision c of
subsection 2 of section 45-10.2-44 terminates;
c. The duty of loyalty of the person as a general partner under subdivisions a and b
of subsection 2 of section 45-10.2-44 and duty of care under subsection 3 of
section 45-10.2-44 continue only with regard to matters arising and events
occurring before dissociation of the person as a general partner;
d. The person may sign and deliver to the secretary of state for filing a statement of
dissociation pertaining to the person and, at the request of the limited partnership,
shall sign an amendment to the certificate of limited partnership which states that
the person has dissociated; and
e. Subject to section 45-10.2-65 and sections 45-10.2-94 through 45-10.2-106, any
transferable interest owned by the person immediately before dissociation in the
capacity as a general partner is owned by the person as a mere transferee.
2. The dissociation of a person as a general partner does not of itself discharge the
person from any obligation to the limited partnership or the other partners which the
person incurred while a general partner.
Source: Open US Law by Vaquill AI (CC BY 4.0)URL: https://ndlegis.gov/cencode/t45c10-2.pdf#nameddest=45-10p2-59Fetched: 10/16/2026