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Secretary of State, Business Services North Dakota Secretary of State
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Business Services
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General Partnership FAQs

See: Business Services, Business Registrations, FAQs (generally applicable to all business entities)

If a partnership files a partnership fictitious name certificate with the Secretary of State, will the partnership be notified prior to the expiration of the certificate?
Yes. The partnership fictitious name certificate has a five-year registration period. Ninety days prior to the expiration thereof, the Secretary of State mails a renewal application to the partnership at the last recorded principal office address. To insure timely delivery of the renewal application, the partnership must inform the Secretary of State of any address changes that occur during the five-year registration period.

What are my options if my partnership fictitious name certificate registration is rejected because the fictitious name I’ve chosen is not available?
The Secretary of State may accept the registration if:

  • Partnership fictitious name certificate registration is accompanied by a written consent to use of name signed by the owner of every conflicting name with $10 for each consent, or
  • Partnership fictitious name certificate registration reflects an alternate name that is available.

Can a partnership register a trade name?
Yes, however, a general partnership using a "fictitious name" is required by law to file a partnership fictitious name certificate with the Secretary of State. The partnership fictitious name certificate is a filing very similar to the trade name registration. Therefore, the Secretary of State will file a trade name registration for a partnership after the partnership fictitious name certificate is filed.

Can a general partnership engage in farming?
Yes, as long as all general partners are in compliance with NDCC, Chapter 10-06.1.

If we convert the partnership to a corporation or other business structure, can we continue to use the name registered with the partnership fictitious name certificate?
You, as the registrant of the partnership fictitious name certificate, will have to either:

  • Grant consent to use of name to the newly forming entity, or
  • Cancel the partnership fictitious name certificate at the time the new entity is filed with the Secretary of State.

Your essential business identity can be retained, but the creation of the new business structure may require some minor change to the name such as adding "corporation", "incorporated", "limited liability company", etc., or an abbreviated version of an entity indicator.

If we convert the partnership to a corporation or other business structure, e.g., a corporation, can the "new" business structure continue to use any licenses or permits held by the partnership?
Likely not. A different business structure is a separate legal entity from the general partnership. Licenses are not usually transferable from one business structure to another. Consult legal counsel or the agency that issued the license.

If the partnership changes its name, how does it change the name on the partnership fictitious name certificate?
Since the name cannot be changed on the partnership fictitious name certificate, the partnership must file a "new" partnership fictitious name certificate and cancel the "old" one.

How does a partnership cancel a partnership fictitious name certificate?
The Secretary of State does not prescribe a form for the cancellation of a partnership fictitious name certificate. The partnership must draft a request to cancel the certificate. This request must be:

  • Signed by at least one general partner
  • Accompanied by a filing fee of $10
  • Submitted to the Secretary of State

Do the general partners listed on the partnership fictitious name certificate have to be in some manner registered with the Secretary of State?
Yes, any general partners that are any of the following, must be registered with the Secretary of State at the time of filing the partnership fictitious name certificate:

  • A sole proprietor or unincorporated organization using a trade name must file a trade name registration with the Secretary of State
  • Another general partnership using a fictitious name must file a partnership fictitious name certificate with the Secretary of State
  • A corporation must have an active domestic corporate charter or a foreign corporation certificate of authority from the Secretary of State
  • A limited liability company must have an active domestic limited liability company charter or a foreign limited liability company certificate of authority from the Secretary of State
  • A limited partnership must have an active domestic limited partnership certificate or a foreign limited partnership registration on file with the Secretary of State
  • A limited liability partnership must have an active limited liability partnership registration on file with the Secretary of State
  • A limited liability limited partnership must have an active domestic limited liability partnership certificate or a foreign limited liability limited partnership registration on file with the Secretary of State
  • A cooperative association must have an active domestic association charter or a foreign cooperative certificate of authority from the Secretary of State; or
  • A real estate investment trust must have an active registration on file with the Secretary of State.

Do the general partners need to be listed in the manner as registered with the Secretary of State?
Yes, including attention to punctuation and abbreviations.

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