{"data":{"id":"us-nd/n.d.-cent.-code-45-10.2-104","jurisdiction":"us-nd","citation":"N.D. Cent. Code § 45-10.2-104","heading":"(1110) Restrictions on approval of conversions and mergers and on relinquishing limited liability limited partnership status","body":"1.If a partner of a converting or constituent limited partnership will have personal liability with respect to a converted or surviving organization, then approval and amendment of a plan of conversion or merger are ineffective without the consent of the partner, unless:\na.The partnership agreement of the limited partnership provides for the approval of the conversion or merger with the consent of fewer than all the partners; and\nb.The partner has consented to the provision of the partnership agreement.\n2.An amendment to a certificate of limited partnership which converts the limited partnership to a limited liability limited partnership is ineffective without the consent of each general partner unless:\na.The partnership agreement of the limited partnership provides for the conversion with the consent of less than all the general partners; and\nb.Each general partner that does not consent to the amendment of conversion has consented to that provision of the partnership agreement.\n3.A partner does not give the consent required by subsection 1 or 2 merely by consenting to a provision of the partnership agreement which permits the partnership agreement to be amended with the consent of fewer than all the partners.","path":["Title 45 Partnerships","Chapter 45-10.2 Uniform Limited Partnership Act"],"source_url":"https://ndlegis.gov/cencode/t45c10-2.pdf","current_through":"2026-07-31T11:12:02","vintage":"","retrieved_at":"2026-09-02T21:04:14Z","sha256":"fabdaf8f3f6954f591cdfc2718fc4e447d11d8155db21871057d1b97a91afdbd","source_id":"us-nd","stale":true,"prev":"us-nd/n.d.-cent.-code-45-10.2-103","next":"us-nd/n.d.-cent.-code-45-10.2-105"},"notice":"GroundRules: Original legal text. Not legal advice."}