Domestic Limited Partnership Formation Filing in North Dakota

At a glance

Requirements one by one

Agreement, certificate, and general partners

North Dakota's ordinary domestic LP uses Chapter 45-10.2. Its agreement governs relations among the partners and between them and the LP (§ 45-10.2-12(1)); the public formation step is the Secretary of State's certificate filing (§ 45-10.2-23(1)-(2)). The certificate gives the name, general character of business, principal executive office street and mailing addresses, each general partner's name and street/mailing addresses, and registered-agent information. It does not ask for a limited-partner list or the agreement itself.

An entity general partner has an extra step: under § 45-10.2-16, a corporation, LLC, partnership, or another organization with a state registration duty must be separately registered at the time the LP certificate is filed.

Name, agent, and signing

The name contains “limited partnership,” “L.P.,” or “LP.” Section 45-10.2-10 requires distinguishability from specified entity and reserved names, trade names, and marks, with a filed consent or court-judgment route for a conflict. The LP continuously maintains an in-state registered agent (§ 45-10.2-17). The certificate uses the commercial agent's name or a noncommercial agent's name and address (§§ 45-10.2-23(1), 10-01.1-05); statutory address rules require a street address or rural-route box (§ 10-01.1-04). Naming an agent affirms consent (§ 10-01.1-05(2)).

All listed general partners sign the initial certificate, though an attorney in fact may sign (§ 45-10.2-25(1)(a), (2)).

Fee, effect, and filing evidence

The certificate fee is $110 under § 45-10.2-109(1), also shown on the Secretary of State's partnership fee page. Section 45-10.2-27(1) requires the filing office to return a filed copy when the record complies with Chapter 45-10.2.

The LP forms on filing or a date stated in the certificate no more than 90 days later (§ 45-10.2-23(2)). An agreement controls partners and transferees, while a certificate controls other people who reasonably rely on it to their detriment if the two conflict (§ 45-10.2-23(3)). Section 45-10.2-27(3) repeats the 90-day limit for filed records generally.

What trips people up

The ordinary LP certificate does not make an LLLP election. Chapter 45-23 provides a separate direct LLLP certificate, expressly requiring an election statement (§ 45-23-04(1)). The formation and filing provisions (§§ 45-10.2-23, 45-10.2-27) specify no newspaper publication or proof filing.

Common questions

Must a general partner be an individual? No. Section 45-10.2-16 contemplates entity general partners, but requires separate registration when that entity has a North Dakota registration duty.

Can the filing wait to take effect? Yes. Section 45-10.2-23(2) allows a stated date within 90 days after filing.

Does the agreement override a conflicting public certificate? It governs partners and transferees; § 45-10.2-23(3) protects outsiders who reasonably rely on the filed record to their detriment.

Statutes and sources

The current official Century Code chapters and Secretary of State fee page were checked September 23, 2026.

• N.D.C.C. § 45-10.2-01: “This chapter may be cited as the North Dakota Uniform Limited Partnership Act (2001).” (official text; accessed September 23, 2026).
• N.D.C.C. § 45-10.2-02(24): “24. "Limited liability limited partnership", except in the phrase "foreign limited liability limited partnership", means a partnership that is formed by two or more persons and which has one or more general partners and one or more limited partners: a. Which is formed under chapter 45-23; or b. Which elects to become subject to chapter 45-23.” (official text; accessed September 23, 2026).
• N.D.C.C. § 45-10.2-02(26): “26. "Limited partnership", except in the phrases "foreign limited partnership" and "foreign limited liability limited partnership" means a partnership that is formed by two or more persons and which has one or more general partners and one or more limited partners: a. Which is formed under this chapter; or b. Which elects to become subject to this chapter under section 45-10.2-03.” (official text; accessed September 23, 2026).
• N.D.C.C. § 45-10.2-02(32): “32. "Partnership agreement": a. Means the agreement of the partners, whether oral, implied, in a record, or in any combination, concerning the limited partnership; and b. Includes the agreement as amended.” (official text; accessed September 23, 2026).
• N.D.C.C. § 45-10.2-10(1)(b): “b. Must contain without abbreviation the words "limited partnership" or the abbreviation "L.P." or "LP", either of which abbreviations may be used interchangeably for all purposes authorized by this chapter, including real estate matters, contracts, and filings with the secretary of state.” (official text; accessed September 23, 2026).
• N.D.C.C. § 45-10.2-10(1)(f): “f. Must be distinguishable in the records of the secretary of state from: (1) The name, whether foreign and authorized to do business in this state or domestic, unless there is filed with the certificate of limited partnership a record in compliance with subsection 3, of: (a) Another limited partnership; (b) A corporation; (c) A limited liability company; (d) A limited liability partnership; or (e) A limited liability limited partnership; (2) A name the right to which is, at the time of the filing of the certificate of limited partnership, reserved in the manner provided in section 10-19.1-14, 10-32.1-12, 10-33-11, 45-10.2-11, 45-13-04.2, or 45-22-05; (3) A fictitious name registered in the manner provided in chapter 45-11; (4) A trade name registered in the manner provided in chapter 47-25; or (5) A trademark or service mark registered in the manner provided in chapter 47-22.” (official text; accessed September 23, 2026).
• N.D.C.C. § 45-10.2-10(3): “3. If the secretary of state determines a limited partnership name is indistinguishable in the secretary of state's records from another name for purposes of this chapter, the limited partnership name may not be used unless there is filed with the articles: a. The written consent of the holder of the registered trade name or the holder of the rights to the name to which the proposed name has been determined to be indistinguishable; or b. A certified copy of a judgment of a court in this state establishing the prior right of the applicant to the use of the name in this state.” (official text; accessed September 23, 2026).
• N.D.C.C. § 45-10.2-12(1): “1. Except as otherwise provided in subsection 2, the partnership agreement governs relations among the partners and between the partners and the partnership. To the extent the partnership agreement does not otherwise provide, this chapter governs relations among the partners and between the partners and the partnership.” (official text; accessed September 23, 2026).
• N.D.C.C. § 45-10.2-16: “A general partner must be registered separately with the secretary of state at the time of filing a certificate of limited partnership or the application for certificate of authority of a foreign limited partnership whenever that general partner is either a domestic or foreign: 1. Corporation; 2. Limited liability company; 3. Limited partnership; 4. Limited liability partnership; 5. Limited liability limited partnership; 6. General partnership; or Page No. 12 7. Any other organization that has a registration responsibility with the secretary of state.” (official text; accessed September 23, 2026).
• N.D.C.C. § 45-10.2-17: “A limited partnership shall continuously maintain a registered agent in this state as provided by chapter 10-01.1, and if a noncommercial registered agent, the address of that noncommercial registered agent.” (official text; accessed September 23, 2026).
• N.D.C.C. § 45-10.2-23(1)-(2): “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; Page No. 16 (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.” (official text; accessed September 23, 2026).
• N.D.C.C. § 45-10.2-23(3): “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.” (official text; accessed September 23, 2026).
• N.D.C.C. § 45-10.2-25(1)(a)-(b): “a. An initial certificate of limited partnership must be signed by all general partners listed in the certificate. b. An amendment to the certificate of limited partnership converting the limited partnership to a limited liability limited partnership must be signed by all general partners listed in the certificate.” (official text; accessed September 23, 2026).
• N.D.C.C. § 45-10.2-25(2): “2. Any person may sign by an attorney in fact any record to be filed pursuant to this chapter.” (official text; accessed September 23, 2026).
• N.D.C.C. § 45-10.2-27(1): “1. A record authorized or required to be delivered to the secretary of state for filing under this chapter must be captioned to describe the purpose of the record, be in a medium permitted by the secretary of state, and be delivered to the secretary of state. If the secretary of state determines that a record complies with the filing requirements of this chapter, then the secretary of state shall file the record and, except for an annual report, return a copy of the filed record to the person that delivered it to the secretary of state for filing. That person shall then: a. For a statement of dissociation, send a copy of the filed statement: (1) To the person which the statement indicates has dissociated as a general partner; and (2) To the limited partnership; b. For a statement of withdrawal, send a copy of the filed statement: (1) To the person on whose behalf the record was filed; and (2) If the statement refers to an existing limited partnership, to the limited partnership; and c. For all other records, send a copy of the filed record to the person on whose behalf the record was filed.” (official text; accessed September 23, 2026).
• N.D.C.C. § 45-10.2-27(3): “3. Except as otherwise provided in sections 45-10.2-18 and 45-10.2-28, a record delivered to the secretary of state for filing under this chapter may specify a delayed effective date within ninety days. Except as otherwise provided in this chapter, a record filed by the secretary of state is effective: a. If the record does not specify a delayed effective date within ninety days, then on the date the record is filed as evidenced by the endorsement of the secretary of state of the date on the record. b. If the record specifies a delayed effective date within ninety days, then on the specified date. Page No. 19” (official text; accessed September 23, 2026).
• N.D.C.C. § 45-10.2-109(1): “1. Filing a certificate of limited partnership, one hundred ten dollars.” (official text; accessed September 23, 2026).
• N.D.C.C. § 10-01.1-04: “Whenever a provision of this chapter, other than subdivision d of subsection 1 of section 10-01.1-11 requires that a filing state an address, the filing must state: 1. An actual street address or rural route box number in this state; and 2. A mailing address in this state if different from the address under subsection 1.” (official text; accessed September 23, 2026).
• N.D.C.C. § 10-01.1-05(1)-(2): “1. A registered agent filing must state: a. The name of the commercial registered agent of the represented entity; or b. If the entity does not have a commercial registered agent, then the name and address of the noncommercial registered agent of the entity. 2. The appointment of a registered agent pursuant to subsection 1 is an affirmation by the represented entity that the agent has consented to serve as such.” (official text; accessed September 23, 2026).
• N.D.C.C. § 45-23-04(1): “1. If a limited partnership does not exist, then a limited liability limited partnership may be formed by filing with the secretary of state, together with the fees provided in section 45-23-08, a certificate of limited liability limited partnership: a. That complies with the name requirements in section 45-23-03; b. That contains a statement that limited liability limited partnership status is elected; and c. That otherwise conforms to the requirements of section 45-10.2-23.” (official text; accessed September 23, 2026).
• North Dakota Secretary of State, Partnership Fee Page: “Registration (domestic and foreign) - $110” (official text; accessed September 23, 2026).