{"data":{"id":"us-nd/n.d.-cent.-code-45-23-04","jurisdiction":"us-nd","citation":"N.D. Cent. Code § 45-23-04","heading":"Limited liability limited partnership formation and conversion of a limited partnership to a limited liability limited partnership or conversion of a limited liability limited partnership to a limited partnership","body":"1.If a limited partnership does not exist, then a limited liability limited partnership may be formed by filing with the secretary of state, together with the fees provided in section 45-23-08, a certificate of limited liability limited partnership:\na.That complies with the name requirements in section 45-23-03;\nb.That contains a statement that limited liability limited partnership status is elected; and\nc.That otherwise conforms to the requirements of section 45-10.2-23.\n2.An existing limited partnership:\na.May elect to convert to a limited liability limited partnership:\n(1)By obtaining the consent of each general partner to convert the limited partnership to a limited liability limited partnership unless:\n(a)The certificate of limited partnership or the partnership agreement of the limited partnership provides for the conversion with the consent of less than all general partners; and\n(b)Each general partner that does not consent to the amendment of conversion has consented to that provision of the partnership agreement. A partner does not give the consent required by subparagraph a by consenting to a provision in the partnership agreement which permits the partnership agreement to be amended with the consent of fewer than all partners;\n(2)By complying with the name requirements of section 45-23-03; and\n(3)By filing with the secretary of state, together with the fees provided in sections 45-10.2-109 and 45-23-08, a record that is designated as both an amended certificate of limited partnership and a certificate of limited liability limited partnership which:\n(a)Amends the limited partnership name to comply with the name requirements of section 45-23-03;\n(b)Contains a statement that limited liability limited partnership status is elected; and\n(c)Otherwise conforms to the requirements of section 45-10.2-23.\nb.Which converts to a limited liability limited partnership is for all purposes the same entity that existed before the conversion.\n3.An existing limited liability limited partnership:\na.May elect to convert to a limited partnership:\n(1)By obtaining the consent of each general partner to convert the limited liability limited partnership to a limited partnership unless:\n(a)The certificate of limited liability limited partnership or the partnership agreement of the limited liability limited partnership provides for the conversion with the consent of less than all general partners; and\n(b)Each general partner that does not consent to the amendment of conversion has consented to that provision of the partnership agreement. A partner does not give the consent required by subparagraph a by consenting to a provision in the partnership agreement which permits the partnership agreement to be amended with the consent of fewer than all partners;\n(2)By complying with the name requirements of section 45-10.2-11; and\n(3)By filing with the secretary of state, together with the fees provided in sections 45-10.2-109 and 45-23-08, a record that is designated as both an amended certificate of limited liability limited partnership and a certificate of limited partnership which:\n(a)Amends the limited liability limited partnership name to comply with the name requirements of section 45-10.2-11; and\n(b)Otherwise conforms to the requirements of section 45-10.2-23.\nb.Which converts to a limited partnership is for all purposes the same entity that existed before the conversion.","path":["Title 45 Partnerships","Chapter 45-23 Limited Liability Limited Partnership"],"source_url":"https://ndlegis.gov/cencode/t45c23.pdf","current_through":"2026-07-31T11:12:02","vintage":"","retrieved_at":"2026-09-02T21:04:14Z","sha256":"199cb7671e3523aecea26f84b822f4d5da52f2196ff6ee61cebe828f670e0642","source_id":"us-nd","stale":true,"prev":"us-nd/n.d.-cent.-code-45-23-03","next":"us-nd/n.d.-cent.-code-45-23-05"},"notice":"GroundRules: Original legal text. Not legal advice."}