(202) Amendment or restatement of certificate
N.D. Cent. Code § 45-10.2-24
in effect45-10.2-24. (202) Amendment or restatement of certificate
1. In order to amend its certificate of limited partnership, a limited partnership must
deliver to the secretary of state for filing an amendment or, pursuant to sections
45-10.2-100 through 45-10.2-106, articles of merger stating:
a. The name of the limited partnership; and
b. The changes the amendment makes to the certificate as most recently amended
or restated.
2. A limited partnership shall promptly deliver to the secretary of state for filing an
amendment to a certificate of limited partnership to reflect:
a. The change of name of the limited partnership;
b. The admission of a new general partner;
c. The dissociation of a person as a general partner; or
d. The appointment of a person to wind up the activities of the limited partnership
under subsection 3 or 4 of section 45-10.2-68.
3. A general partner that knows that any information in a filed certificate of limited
partnership was false when the certificate was filed or has become false due to
changed circumstances shall promptly:
a. Cause the certificate to be amended; or
b. If appropriate, deliver to the secretary of state for filing a statement of change
pursuant to section 45-10.2-18 or a statement of correction pursuant to section
45-10.2-28.
4. A certificate of limited partnership may be amended at any time for any other proper
purpose as determined by the limited partnership.
5. A restated certificate of limited partnership may be delivered to the secretary of state
for filing in the same manner as an amendment.
6. Subject to subsection 3 of section 45-10.2-27, an amendment or restated certificate is
effective when filed by the secretary of state or on a date specified in the amendment
or restated certificate that is within ninety days after the filing of the amendment or
restated certificate with the secretary of state.
7. A limited partnership shall submit a written report of any change of address of the
principal executive office to the secretary of state without a filing fee or report the
change of address on the annual report following the change and need not file an
amendment to a certificate of limited partnership.
8. A limited partnership that files an amendment to change its name and which is the
owner of a service mark, trademark, or trade name, is a general partner named in a
fictitious name certificate, is a general partner in another limited partnership or limited
liability limited partnership, or is a managing partner in a limited liability partnership
that is on file with the secretary of state shall change the name of the limited
partnership in each of the foregoing registrations that is applicable when the limited
partnership files an amendment to the certificate of limited partnership.
Source: Open US Law by Vaquill AI (CC BY 4.0)URL: https://ndlegis.gov/cencode/t45c10-2.pdf#nameddest=45-10p2-24Fetched: 10/16/2026