(406) Management rights of general partner
N.D. Cent. Code § 45-10.2-42
in effect45-10.2-42. (406) Management rights of general partner
1. Each general partner has equal rights in the management and conduct of the activities
of the limited partnership. Except as expressly provided in this chapter, any matter
relating to the activities of the limited partnership may be exclusively decided by the
general partner or, if there is more than one general partner, by a majority of the
general partners.
2. The consent of each partner is necessary:
a. To amend the partnership agreement;
b. Subject to section 45-10.2-104, to amend the certificate of limited partnership to
convert the limited partnership to a limited liability limited partnership; and
c. To sell, lease, exchange, or otherwise dispose of all, or substantially all, of the
property of the limited partnership, with or without the good will, other than in the
usual and regular course of the activities of the limited partnership.
3. A limited partnership shall reimburse a general partner for payments made and
indemnify a general partner for liabilities incurred by the general partner in the ordinary
course of the activities of the partnership or for the preservation of its activities or
property.
4. A limited partnership shall reimburse a general partner for an advance to the limited
partnership beyond the amount of capital the general partner agreed to contribute.
5. A payment or advance made by a general partner which gives rise to an obligation of
the limited partnership under subsection 3 or 4 constitutes a loan to the limited
partnership which accrues interest from the date of the payment or advance.
6. A general partner is not entitled to remuneration for services performed for the
partnership.
Source: Open US Law by Vaquill AI (CC BY 4.0)URL: https://ndlegis.gov/cencode/t45c10-2.pdf#nameddest=45-10p2-42Fetched: 10/16/2026