(404) Liability of general partner
N.D. Cent. Code § 45-10.2-40
in effect45-10.2-40. (404) Liability of general partner
1. Except as otherwise provided in subsections 2 and 3, all general partners are liable
jointly and severally for all obligations of the limited partnership unless otherwise
agreed by the claimant or provided by law.
2. A person that becomes a general partner of an existing limited partnership is not
personally liable for an obligation of a limited partnership incurred before the person
became a general partner.
3. An obligation of a limited partnership incurred while the limited partnership is a limited
liability limited partnership, whether arising in contract, tort, or otherwise, is solely the
obligation of the limited partnership.
a. A general partner is not personally liable, directly or indirectly, by way of
contribution or otherwise, for such an obligation solely by reason of being or
acting as a general partner.
b. This subsection applies despite anything inconsistent in the partnership
agreement that existed immediately before the consent required under
subdivision b of subsection 2 of section 45-10.2-42 to become a limited liability
limited partnership pursuant to chapter 45-23.
Source: Open US Law by Vaquill AI (CC BY 4.0)URL: https://ndlegis.gov/cencode/t45c10-2.pdf#nameddest=45-10p2-40Fetched: 10/16/2026