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Secretary of State, Business Services North Dakota Secretary of State
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Business Services
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Limited Liability Limited Partnership (LLLP)

Statutory authority: NDCC, Chapter 45-23

A limited liability limited partnership is essentially an ordinary limited partnership that elects to become a limited liability limited partnership. The limited liability limited partnership must file a Limited Liability Limited 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 limited partnership operates and is treated in the same manner as a limited partnership. See Limited Partnership.

Partnership Fictitious Name Certificate

A limited liability limited 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 limited 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 general partners can be identified.

Foreign Limited Liability Limited Partnership

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

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

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