Limited Liability Partnership (LLP)

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Statutory authority: NDCC, Chapter 45-22

A limited liability partnership is essentially an ordinary general partnership that elects to become a limited liability partnership. The limited liability partnership must file a Limited Liability Partnership Registration with the Secretary of State to acquire limited liability status. This status limits the liability of a general partner. In all respects except liability, the limited liability partnership operates and is treated in the same manner as a general partnership. See General Partnership.

Partnership Fictitious Name Certificate

A limited liability partnership using a fictitious name in the transaction of business, must file a Partnership Fictitious Name Certificate with the Secretary of State. A fictitious name is a name other than the limited liability partnership name.

The registration of the Partnership Fictitious Name Certificate:

• Affords exclusive right to that name in the State of North Dakota. No other business may file a name with the Secretary of State that is the same as, or deceptively similar, to any registered name.
• Establishes a public record from which the names of the managing partners can be identified.

Foreign Limited Liability Partnership

A foreign limited liability partnership is one created under laws other than the laws of North Dakota. “Foreign” refers to limited liability partnerships created in jurisdictions out-of-state as well as out-of-country.

A foreign limited liability partnership must register with the Secretary of State:

• To transact business in North Dakota; or
• To obtain any license or permit issued according to North Dakota laws.

A foreign limited liability partnership using a name other than its limited liability partnership name must comply with the Partnership Fictitious Name Certificate requirement as described above.