North Dakota Partnership Agreement

North Dakota partnership agreements guide the partner’s actions by defining their roles, the partnership entity, and how it will be managed. Once these specifics have been agreed to by the partners, they must sign it and then store it in the company records.

Last updated January 28th, 2025

North Dakota partnership agreements guide the partner’s actions by defining their roles, the partnership entity, and how it will be managed. Once these specifics have been agreed to by the partners, they must sign it and then store it in the company records.

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North Dakota Partnership Types (4)

Partnership Type State Filing Requirement
General Partnership (GP) North Dakota partnerships of any kind must conform to this state’s name requirements North Dakota Business Search
Limited Partnership (LP) File Online:Certificate of Limited Partnership ($110.00)
Limited Liability Partnership (LLP) File Online:Statement of Qualification Limited Liability Partnership
(Filing Fee: $110.00)
Limited Liability Limited Partnership (LLLP) File Online:Certificate of Limited Liability Limited Partnership (Filing Fee: $110.00)

Fiduciary Duty

  • Partners account, in detail, for all the profits, properties, opportunities, and opportunities gained from the partnership’s properties, activities, or existence in detail since they act “as trustees” to such benefits.[1]
  • Partners cannot act with “an interest adverse to the limited partnership” nor represent any party that acts explicitly against the partnership’s goals. [2]
  • Every partner observes the security of the LP and thus is restricted “from competing” with its business.[3]
Duty of Care:
  • Every partner is mindful of their conduct since they are explicitly forbidden from any that is “grossly negligent” or a “violation of law.” [4]

General partners “shall discharge the duties” that accompany their role in the partnership under a “good faith” requirement and, furthermore, may only exercise their partnership rights fairly.[5]

A general partner does not violate a duty or obligation under this chapter or under the partnership agreement merely because the “conduct of the general partner” furthers the interest of that general partner.[6]

Liability

Partners that initiate business activity that does not serve “the ordinary course” of the LP’s activities is binding but only if all other partners agree beforehand.[7]

All general partners assume the partnership’s business obligations and liabilities (with few exceptions) and thus are “liable jointly” for such responsibilities unless the law or a claimant allows a remedy. [8]

Partners that enter a partnership after its formation are only “personally liable” specifically for obligations occurring after their admittance. [9]

A limited partnership that is also a limited liability limited partnership assumes full responsibility for its business activities (“whether arising in contract, tort, or otherwise”) while its limited liability status is accepted and actively registered. [10]

Partners who hold the obligation “to contribute money or other property or other benefit” must observe this responsibility regardless of a partner’s death, inability to perform, or disability. [11]

State Definitions (7)

General partner means the partner of a limited partnership who exerts the “rights, powers, and obligations” explicitly listed in North Dakota statutes. [12]
Limited partner means the partner in a limited partnership that is named as such as per North Dakota law and the partnership agreement.[13]
Limited partnership means the type of partnership “that is formed” by at least two persons with one or more limited partner as well as one (or more) general partners. [14]
Domestic limited liability partnership means that at least two persons have a “registration in effect” that defines a partnership with limited liability but is not a foreign limited liability partnership. [15]
Limited liability limited partnership means that a limited partnership holds an active registration that is compliant with Chapter 45-23 or elects to “become subject” to this statute. [16]
Managing partner means that one (or more partners) assume this title because they are “charged with the management” of their LLP or FLLP; however, if no such partners are named, all partners are managing partners.[17]
Foreign limited liability partnership means a partnership formed by two or more persons as an LLP under the laws of a jurisdiction other than this state which is in good standing in its jurisdiction of origin. [18]