Limited Liability Partnership (LLP)
A limited liability partnership is essentially an ordinary general partnership that elects to become a limited liability partnership. The limited liability partnership must file a Limited Liability Partnership Registration with the Secretary of State to acquire limited liability status. This status limits the liability of a general partner. In all respects except liability, the limited liability partnership operates and is treated in the same manner as a general partnership. See General Partnership.
Partnership Fictitious Name Certificate
A limited liability partnership using a fictitious name in the transaction of business, must file a Partnership Fictitious Name Certificate with the Secretary of State. A fictitious name is a name other than the limited liability partnership name.
The registration of the Partnership Fictitious Name Certificate:
- Affords exclusive right to that name in the State of North Dakota. No other business may file a name with the Secretary of State that is the same as, or deceptively similar, to any registered name.
- Establishes a public record from which the names of the managing partners can be identified.
Foreign Limited Liability Partnership
A foreign limited liability partnership is one created under laws other than the laws of North Dakota. “Foreign” refers to limited liability partnerships created in jurisdictions out-of-state as well as out-of-country.
A foreign limited liability partnership must register with the Secretary of State:
- To transact business in North Dakota; or
- To obtain any license or permit issued according to North Dakota laws.
A foreign limited liability partnership using a name other than its limited liability partnership name must comply with the Partnership Fictitious Name Certificate requirement as described above.