Limited Liability Partnership FAQs
See: Business Services, Business Registrations, FAQs (generally applicable to all business entities)
Does the limited liability partnership name have to be reserved prior to filing
either a domestic or foreign limited liability partnership?
No, however, if the name was not reserved prior to submission of the registration,
the availability of the name will be determined at the time the 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 liability partnership name may be reserved for a period of twelve months prior to the actual submission of the registration. After the twelve-month period has expired, the reservation can be renewed if the 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 liability
partnership?
The names of managing partners of a limited liability partnership are contained
in the Secretary of State’s web database at www.nd.gov/sos/; the
names of other partners not designated as managing partners are not recorded
with the Secretary of State. If written verification regarding limited liability
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 liability partnership’s operating agreement filed
with the Secretary of State?
No. A limited liability 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 liability partnership cannot serve itself as its registered agent. A limited liability partnership must continuously maintain a registered agent to receive all legal documents for the limited liability partnership, including service of process if a lawsuit is filed against a limited liability partnership. The registered agent is expected to forward these documents to the limited liability 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
- A domestic or foreign limited liability company that is registered with the Secretary of State and has a business office in North Dakota; or
- Another domestic or foreign limited liability partnership 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 liability 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 registration has
been revoked?
The Secretary of State cannot accept documents for filing when the limited
liability partnership’s registration is in a revoked status. You must
file the necessary documents with the required fees to reinstate the registration,
and then file the cancellation.
What’s the difference between a domestic limited liability partnership
and a foreign limited liability partnership?
A domestic limited liability partnership is organized according to North Dakota’s
laws while a foreign limited liability 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
45-22-19 states:
"
No foreign limited liability partnership may transact business in this state
or obtain any license or permit required by this state until the partnership
has registered with the Secretary of State.
NDCC, Chapter 54-44.4 requires most foreign limited liability partnerships to register with the Secretary of State if they desire to bid to provide goods or services to North Dakota agencies.
NDCC, Section 45-22-21 defines activities that do not constitute transacting business. These exempted activities only apply:
- If a foreign limited liability 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 liability partnership required to register with the
Secretary of State?
The Secretary of State’s staff cannot indicate whether or not a particular
foreign limited liability partnership must register. A limited liability partnership
that is uncertain about this question should consult legal counsel familiar
with North Dakota laws. A limited liability 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 a registration is required,
most state agencies will not issue a license or permit until the registration
is completed as required by NDCC, Section 45-22-19.
What happens if a foreign limited liability partnership should register, but
does not?
NDCC, Section
45-22-20 lists
the consequences of transacting business without a certificate of authority.
How do I change the managing partners reflected in the limited liability partnership
registration?
After a change of managing partners, a limited liability partnership must file
an amended registration with the Secretary of State with $25, or reflect the
changes on the limited liability partnership’s next annual report.
How do I cancel my limited liability partnership registration?
A domestic and foreign limited liability partnership may withdraw their registration
by filing a withdrawal statement and $10 with the Secretary of State.
The withdrawal statement of a North Dakota limited liability partnership must be signed by a managing partner and contain the following:
- Name of the limited liability partnership
- Request for withdrawal of the registration
- An acknowledgement that the withdrawal ends the partnership’s status as a limited liability partnership with respect to periods after the effective date of the withdrawal; and
- Later effective date if the effective date is not the date of filing.
The withdrawal statement of a foreign limited liability partnership must be signed by a managing partner and contain the following:
- Name of the limited liability partnership
- Jurisdiction of origin
- Statement that the foreign limited liability partnership is not transacting business in North Dakota
- Statement that the foreign limited liability partnership surrenders it’s authority to transact business in North Dakota
- An acknowledgement that the withdrawal ends the foreign limited liability partnership’s authorization to transact business in North Dakota with respect to periods after the effective date of the withdrawal; and
- Later effective date if the effective date is not the date of filing.
