(801) Nonjudicial dissolution
N.D. Cent. Code § 45-10.2-66
in effect45-10.2-66. (801) Nonjudicial dissolution
Except as otherwise provided in section 45-10.2-67, a limited partnership is dissolved, and
its activities must be wound up, only upon the occurrence of any of the following:
1. The happening of an event specified in the partnership agreement;
2. The consent of all general partners and of limited partners owning a majority of the
rights to receive distributions as limited partners at the time the consent is to be
effective;
3. After the dissociation of a person as a general partner:
a. If the limited partnership has at least one remaining general partner, then the
consent to dissolve the limited partnership given within ninety days after the
dissociation by partners owning a majority of the rights to receive distributions as
partners at the time the consent is to be effective; or
b. If the limited partnership does not have a remaining general partner, then the
passage of ninety days after the dissociation unless before the end of the period:
(1) Consent to continue the activities of the limited partnership and admit at
least one general partner is given by limited partners owning a majority of
the rights to receive distributions as limited partners at the time the consent
is to be effective; and
(2) At least one person is admitted as a general partner in accordance with the
consent;
4. The passage of ninety days after the dissociation of the last limited partner of the
limited partnership, unless before the end of the period the limited partnership admits
at least one limited partner; or
5. The issuing and filing of a notice of dissolution by the secretary of state under
subsection 5 of section 45-10.2-108.
Source: Open US Law by Vaquill AI (CC BY 4.0)URL: https://ndlegis.gov/cencode/t45c10-2.pdf#nameddest=45-10p2-66Fetched: 10/16/2026