Foreign limited partnership - Cancellation of certificate of authority - Effect of failure to have certificate
N.D. Cent. Code § 45-10.2-85
in effect45-10.2-85. Foreign limited partnership - Cancellation of certificate of authority -
Effect of failure to have certificate.
1. In order to cancel its certificate of authority to transact business in this state, a foreign
limited partnership must deliver to the secretary of state for filing:
a. A certified notice of cancellation duly authenticated by the proper officer of the
state or country where the cancellation was effected;
b. A certified statement of dissolution duly authenticated by the proper officer of the
state or country where the dissolution was effected; or
c. A statement of withdrawal signed by a general partner.
The certificate is canceled when the notice of cancellation, statement of dissolution, or
statement of withdrawal becomes effective under section 45-10.2-27.
2. A foreign limited partnership transacting business in this state may not maintain an
action or proceeding in this state unless it has a certificate of authority to transact
business in this state.
3. The failure of a foreign limited partnership to have a certificate of authority to transact
business in this state does not impair the validity of a contract or act of the foreign
limited partnership or prevent the foreign limited partnership from defending an action
or proceeding in this state.
4. A partner of a foreign limited partnership is not liable for the obligations of the foreign
limited partnership solely by reason that the foreign limited partnership has transacted
business in this state without a certificate of authority.
5. If a foreign limited partnership transacts business in this state without a certificate of
authority or cancels its certificate of authority, then it appoints the secretary of state as
its agent for service of process for rights of action arising out of the transaction of
business in this state.
6. A foreign limited partnership that transacts business in this state without a certificate of
authority is liable to the state for the years or parts of years during which the foreign
limited partnership transacted business in this state without the certificate of authority
in an amount equal to all fees that would have been imposed by this chapter upon that
foreign limited partnership had the foreign limited partnership duly obtained a
certificate of authority, filed all reports required by this chapter, and paid all penalties
imposed by this chapter. The attorney general shall bring proceedings to recover all
amounts due this state under this section.
7. A foreign limited partnership that transacts business in this state without a certificate of
authority is subject to a civil penalty, payable to the state, not to exceed five thousand
dollars. Each general partner and each agent who authorizes, directs, or participates
in the transaction of business in this state on behalf of a foreign limited partnership that
has not obtained a certificate of authority is subject to a civil penalty, payable to the
state, not to exceed one thousand dollars.
8. The civil penalties set forth in subsection 7 may be recovered in an action brought
within the district court of Burleigh County by the attorney general. Upon a finding by
the court that a foreign limited partnership or any of the general partners or agents of
the foreign limited partnership have transacted business in this state in violation of this
chapter, the court shall issue, in addition to the imposition of a civil penalty, an
injunction restraining the further transaction of the business of the foreign limited
partnership and further exercise of any rights and privileges by the foreign limited
partnership in this state. The foreign limited partnership must be enjoined from
transacting business in this state until all civil penalties plus any interest and court
costs that the court may assess have been paid and until the foreign limited
partnership has otherwise complied with the provisions of this chapter.
Source: Open US Law by Vaquill AI (CC BY 4.0)URL: https://ndlegis.gov/cencode/t45c10-2.pdf#nameddest=45-10p2-85Fetched: 10/16/2026