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North Dakota Partnerships
North Dakota Foreign Limited Partnership
Foreign Limited Partnership Name
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If the limited partnership is registering to do business in a name other than its limited partnership name, provide the alternate name chosen or
required to be elected for use in North Dakota. A Partnership Fictitious Name Certificate and fee of $25 must accompany this registration.
(See North Dakota Century Code, Chapter 45-11) A Partnership Fictitious Name Certificate form can be obtained from the Business Division
of the Secretary of State's Office.
North Dakota law provides a foreign limited partnership may register under any name that would be available to a domestic limited
partnership regardless of whether the name is the name under which the foreign limited partnership is authorized in the jurisdiction of origin.
However, the name of a foreign limited partnership must include the words "limited partnership", or either the abbreviation "L.P." or "LP". If
the name does not contain either these words or one of the abbreviations, one must be elected to be used in North Dakota. The registration
will be rejected if an election is not made and the name in number 2 is not in compliance with these requirements.
The name must be in the English language and may not include the word "corporation", "incorporated", "limited liability company", "limited
liability partnership", "limited liability limited partnership", or any abbreviation of these words. North Dakota law further provides that a
limited partnership name may not be the same as, or deceptively similar to, a name previously registered with the North Dakota Secretary of
State. However, the name may be used if the registration is accompanied by a signed consent to use of name and fee of $10. The consent
to use of name must be drafted by the applicant since a form for consent to use of name is not prescribed by the Secretary of State. If
consent to use of name cannot be obtained, a fictitious name (dba) must be elected.
The Foreign Limited Partnership Registration must be accompanied by all of the
following before the registration can be filed:
- Filing fee of $100.
(Checks must be payable to "Secretary of State" and must be for U.S. negotiable funds. Payment may also be made by credit card using
Visa, Master Card, or Discover.)
- Current, ORIGINAL certificate verifying identity, existence, and status of a foreign limited partnership certified by the government officer of
the state or country under the laws of which it is organized. A copy of a certificate, or certified copy of the certificate, is not acceptable.
The certificate must have been certified within 90 days of the date of registration.
- Signed Consent of the Registered Agent and fee of $10.
- REGISTRATION containing
the following information
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Name of the limited partnership EXACTLY as it appears on certificate from state
of origin
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Federal ID #
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If applicable, provide the fictitious name and complete the Partnership Fictitious Name Certificate form if the selected fictitious name is not
already registered in North Dakota. If a limited partnership chooses to use a name other than its limited partnership name, that name is a
fictitious name and must be registered with the North Dakota Secretary of State as a Partnership Fictitious Name Certificate. If the limited
partnership name is not in the form as required of limited partnerships in North Dakota, the limited partnership must assume a fictitious name and
file a Partnership Fictitious Name Certificate with the Secretary of State. If the limited partnership has been notified by the North Dakota
Secretary of State that its limited partnership name is the same as or deceptively similar to a name already registered, and consent to use of
name cannot be obtained from the previous filer, the limited partnership must assume a fictitious name and file a Partnership Fictitious Name
Certificate with the Secretary of State.
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State of Origin
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EXACT date of formation (month, day AND year)
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Telephone # and Toll-free telephone #
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Nature of business or activities the limited partnership intends to conduct in North Dakota
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Name of required registered agent in North Dakota
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Social Security/Federal ID # of registered agent
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Complete address of registered agent in North Dakota which may not only be a post office box (Street/RR, and PO Box if applicable, City, State,
Zip+4)
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Complete address of the principal office which may not only be a post office box
(Street/RR, and PO Box if applicable, City, State, Zip+4)
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The general partners, their Social Security/Federal ID #, and the addresses of their principal places of business (If needed, attach a sheet to add
names of additional general partners)
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The complete address of the office at which a list of the names and addresses of the
limited partners is kept, their capital contributions, and an
undertaking by the foreign limited partnership to keep the list until the
Foreign Limited Partnership Registration is withdrawn or canceled
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The Secretary of State is appointed the agent of the foreign limited partnership for service of process if the agent's authority is revoked or if the
agent cannot be found or served with the exercise of reasonable diligence.
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"I , a general partner, do solemnly swear that I have read the foregoing registration, know the contents thereof, and believe the statements made
thereon to be true."
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Name of person to contact if questions about this registration and
Daytime telephone #
- Filling Fees
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