(201) Formation of limited partnership and certificate of limited partnership
N.D. Cent. Code § 45-10.2-23
in effect45-10.2-23. (201) Formation of limited partnership and certificate of limited
partnership.
1. In order for a limited partnership to be formed, a certificate of limited partnership must
be filed with the secretary of state.
a. The certificate must state:
(1) The name of the limited partnership, which must comply with section
45-10.2-10;
(2) The general character of its business;
(3) The street address and mailing address of the principal executive office;
(4) The name, street address, and mailing address of each general partner;
(5) The name of the registered agent in this state as provided in chapter
10-01.1 and, if a noncommercial registered agent, the address of that
noncommercial registered agent in this state; and
(6) Any additional information required by sections 45-10.2-94 through
45-10.2-106.
b. A certificate of limited partnership may also contain any other matters but may not
vary or otherwise affect the provisions specified in subsection 2 of section
45-10.2-12 in a manner inconsistent with that section.
2. A limited partnership is formed when the certificate of limited partnership is filed with
the secretary of state or on the date specified in the certificate of limited partnership
that is within ninety days after the filing of the certificate of limited partnership with the
secretary of state.
3. Subject to subdivision b of subsection 1, if any provision of a partnership agreement is
inconsistent with the filed certificate of limited partnership or with a filed statement of
dissociation, termination, or change or filed articles of conversion or merger:
a. The partnership agreement prevails as to partners and transferees; and
b. The filed certificate of limited partnership, statement of dissociation, termination,
or change or articles of conversion or merger prevail as to persons, other than
partners and transferees, that reasonably rely on the filed record to their
detriment.
Source: Open US Law by Vaquill AI (CC BY 4.0)URL: https://ndlegis.gov/cencode/t45c10-2.pdf#nameddest=45-10p2-23Fetched: 10/16/2026