Limited Partnership Annual Report
Statutory authority: NDCC, Section 45-10.2-108
A limited partnership must file an annual report with the Secretary of State:
- On or before April 1 of each year. The first annual report is due in the year following that in which the limited partnership was initially registered with the Secretary of State, or in the case of a limited partnership registered prior to July 1, 1999, in the year in which their current registration will lapse, and then every year thereafter.
- On the form prescribed by the Secretary of State. If the limited partnership did not receive an annual report form, contact the Secretary of State’s office for another form. The limited partnership annual report form is not yet available from this website.
An annual report may be filed with the Secretary of State:
- By mailing a signed report to:
Annual Report Processing Center
Secretary of State
State of North Dakota
PO Box 5513
Bismarck ND 58506-5513
- By faxing the report with credit card payment authorization to 701-328-2992. When faxing the report, print and maintain the fax log for proof of time and date of transmission. A report received in the Secretary of State’s office after the required date will be subject to the late filing penalty unless a fax log can be produced showing transmission prior to the required date.
If a limited partnership chooses not to file an annual report by the required date, or file a voluntary termination of their registration, state law requires the Secretary of State to revoke the limited partnership certificate or registration six months after the report is due.
The annual report must disclose the following:
- Limited partnership name
- Name and address of the registered agent in North Dakota
- State of origin
- Federal ID number to help maintain accurate limited partnership records
- Telephone number of the principal place of business
- Address of the principal place of business
- Description of the business activities
- Names and addresses of all general partners
- Name, e-mail address and day-time telephone number of a contact person; and
- Signature of person authorized to submit the annual report.
Annual report fees:
- $25 if the annual report mailer is postmarked on or before April 1.
- $45 if postmarked after April 1.
- Checks for payment must be made payable to the Secretary of State and must be negotiable United States funds.
- Credit card payment is acceptable via VISA, MasterCard, or Discover.
- Late filing penalty fees will apply if an annual report is initially received in the office of the Secretary of State after the required date and the envelope or mailer does not bear a legible postmark date prior to April 2nd. Late filing penalty fees will also apply if the Secretary of State returns an annual report to the filer for corrections, additional information, or payment and the filer fails to correctly respond within 30 days after the initial correction notice.
Reinstatement after involuntary revocation:
- May occur within one year after the revocation date,
- Achievable by filing the past-due annual report with $45 and paying a reinstatement fee of $100.
- After the one-year reinstatement period following the revocation, reinstatement can only occur by a court order obtained from North Dakota's Burleigh County Court filed with the Secretary of State. The court order must be accompanied by the most recent past-due annual report, filing and penalty fees for all past-due annual reports, and the reinstatement fee.
The Secretary of State shall delete or obscure any of the following before releasing a copy of an annual report to the public:
- Any social security number, and
- Federal tax identification number.