Limited Partnership FAQs

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

Does the limited partnership name have to be reserved prior to filing the certificate of limited partnership or foreign limited partnership registration?
No, however, if the name was not reserved prior to submission of the certificate of limited partnership in the case of a domestic limited partnership, or the foreign limited partnership registration in the case of a foreign limited partnership, the availability of the name will be determined at the time the certificate or registration is reviewed by the Secretary of State.  If the name is not available, the filing date must be delayed until the name issue is resolved.

A limited partnership name may be reserved for a period of twelve months prior to the actual submission of the certificate or registration.  After the twelve-month period has expired, the reservation can be renewed if the certificate or registration is not ready for submission.

How do I obtain a certificate of good standing or a certificate of fact?
The Secretary of State provides certificates of good standing on corporations and limited liability companies.  Certificates of fact are issued for verifications of filings of limited partnerships, limited liability partnerships, limited liability limited partnerships, and any other facts of record.  A certificate is not yet available from the Secretary of State's website but can be obtained upon request with payment by check, money order, credit card (VISA, MasterCard, or Discover), or pre-authorized credit.  The request can be made by:

• Calling 701-328-4284 or 800-352-0867 (Ext. 8-4284)
• Fax at 701-328-2992 addressed to the Business Division
• Email to sosbir@nd.gov
• Mail addressed to:
  Business Division
  Secretary of State
  600 E Boulevard Ave Dept 108
  Bismarck ND 58505-0500

How can I obtain the names and addresses of partners of a limited partnership?
The names of general partners of a limited partnership are contained in the Secretary of State's web database at www.nd.gov/sos/; the names of limited partners are not recorded with the Secretary of State.  If written verification regarding limited partnership information is required, there is a fee of $5.  A check payable to the Secretary of State, cash, money order, or credit card (VISA, MasterCard, or Discover) payment is acceptable.  You can order the written verification by:

• Calling 701-328-4284 or 800-352-0867 (Ext. 8-4284)
• Faxing a request to 701-328-2992 addressed to the Business Division
• Email to sosbir@nd.gov
• Mailing a request addressed to:  Business Division
  Secretary of State
  600 E Boulevard Ave  Dept 108
  Bismarck  ND  58505-0500

Is a limited partnership's operating agreement filed with the Secretary of State?
No.  A limited partnership maintains its agreement.

What is a registered agent, resident agent, or statutory agent?
The terms registered agent, resident agent, and statutory agent all have the same meaning.  North Dakota statutes refer to it as registered agent.

A limited partnership cannot serve itself as its registered agent.  A limited partnership must continuously maintain a registered agent to receive all legal documents for the limited partnership, including service of process if a lawsuit is filed against a limited partnership.  The registered agent is expected to forward these documents to the limited partnership.  A registered agent may be:

• An individual resident residing in North Dakota,
• A domestic or foreign corporation that is registered with the Secretary of State and has a business office in North Dakota, or
• A domestic or foreign limited liability company that is registered with the Secretary of State and has a business office in North Dakota.

Who can be retained as registered agent when the limited partnership does not have a business office in North Dakota or any personal or business connections in North Dakota?
Agent service companies exist that specialize in registered agent services.  For a list of the individuals or companies that specialize in this service in North Dakota, see Registered Agent List.

What is the registered office?
The registered office is the physical address (not just a post office box number) where the registered agent is available to receive service during regular business hours.  Since the address of the registered office is often used for mail delivery, a post office box number must be included in the address if mail is not delivered to the physical address.

Do we need to file a cancellation of registration if our certificate or registration has been revoked?
The Secretary of State cannot accept documents for filing when the limited partnership's certificate or registration is in a revoked status.  You must file the necessary documents with the required fees to reinstate the certificate or registration, and then file the cancellation.

What's the difference between a domestic limited partnership and a foreign limited partnership?
A domestic limited partnership is organized according to North Dakota's laws while a foreign limited partnership is organized according to the laws of another jurisdiction that may be another state, or a country outside the United States.

What happens if I drop an annual report form in a mail drop on or before the required date and the envelope containing the annual report ends up postmarked after the required date?
The late filing fee is required.  North Dakota's annual report statutes specifically state that a report received after the required date must bear a postmark date on or before the required date to be acceptable without the late filing fee.

When a foreign limited partnership operates a business in North Dakota, what constitutes transacting business?
NDCC, Section 45-10.1-54.1 states:

A foreign limited partnership may not:

1. Transact business in this state or obtain any license or permit required until the foreign limited partnership registers with the Secretary of State.
2. Transact in this state any business that is prohibited to a domestic limited partnership organized under this chapter.
3. Be denied registration because the laws of the foreign limited partnership's jurisdiction of origin differ from the laws of this state.

NDCC, Chapter 54-44.4 requires most foreign limited partnerships to register with the Secretary of State if they desire to bid to provide goods or services to North Dakota agencies.

NDCC, Section 45-10.2-86 defines activities that do not constitute transacting business.  These exempted activities only apply:

• If a foreign limited partnership is not applying for a license or permit, and
• Is not bidding to provide goods or services to North Dakota agencies.

Is my foreign limited partnership required to register with the Secretary of State?
The Secretary of State's staff cannot indicate whether or not a particular foreign limited partnership must register.  A limited partnership that is uncertain about this question should consult legal counsel familiar with North Dakota laws.  A limited partnership that decides that a registration is required must do so before transacting business in North Dakota.  While the Secretary of State cannot determine whether  registration is required, most state agencies will not issue a license or permit until the registration is completed as required by NDCC, Section 45-10.1-54.1.

What happens if a foreign limited partnership should register, but does not?
NDCC, Section 45-10.2-85 lists the consequences of transacting business without a certificate of authority.

How do I change the general partners reflected in the limited partnership registration?
Within thirty days after a change of general partners, a North Dakota limited partnership must file an amendment to its certificate with the Secretary of State, signed by a general partner with a filing fee of $40, setting forth:

• Name of the limited partnership;
• Names and addresses of the new general partners that have been admitted to the limited partnership; and
• Names and addresses of any general partners that have withdrawn from the limited partnership.

A foreign limited partnership must file an amended registration and $40 with the Secretary of State.  Obtain the form from this website or from the Secretary of State's office.

How do I cancel my limited partnership registration?
A domestic and foreign limited partnership must file a written request for cancellation signed by a general partner and $25 with the Secretary of State.  The statement must contain:

• Name of the limited partnership;
• Request for cancellation of the certificate or registration;
• Later effective date within ninety days if the effective date is not the date of filing; and
• Any other information as determined by the general partners.