Partnership

A partnership using a fictitious name in the transacting business must file a Fictitious Partnership Name Certificate in the FirstStop Portal.

The registration of the fictitious partnership name:

• Protects the name for use 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 other business or nonprofit name, trade name, trademark, or service mark registered with the Secretary of State.
• Establishes a public record from which the partners' names can be identified.

If a Fictitious Partnership Name Certificate is sent back for correction because the fictitious name is not available, the registration may be accepted if an alternate name is included and is available. Alternatively, if a partnership wants to use a fictitious name that is not available, it can include the current name owner’s written consent to use the conflicting name with $10 for each consent. 

Fees:

• General Fictitious Partnership Name Registration

  • Up to 2 partners (each partner is a person or entity) - $25

  • Each additional partner (person or entity) - $3

• LP, LLP, LLLP, PLLP Fictitious Partnership Name Registration - $25

• Foreign (out-of-state) Fictitious Partnership Name Registration - $25

  • Includes general partnership, LP, LLP, LLLP, PLLP

  • No charge for additional partners

• Fictitious Partnership Name Amendment - $25

You may be considered transacting business in North Dakota if you will:

• Have a store, office, or shop in North Dakota
• Have employees working in this state
• Have a liability to collect sales tax in this state
• Need to obtain a license or permit to perform activities or work in this state
• Be awarded a state contract after a successful bid to provide goods or services to North Dakota agencies

NDCC § 45-10.2-86 provides insight as to what does not constitute transacting business for partnerships, including:

• Transacting business in interstate commerce
• Maintaining, defending, or settling an action or proceeding
• Holding a meeting of its partners or carrying on any other activity concerning its internal affairs
• Maintaining accounts in financial institutions
• Soliciting or obtaining orders, whether by mail or electronic means or through employees or agents or otherwise, if the orders require acceptance outside this state before they become contracts

It should be noted that this is not a complete list but can help provide some insight for partnerships wanting to transact business in North Dakota.  

A general partnership is the simplest form of partnership and is formed when two or more individuals become partners. General partnerships may be formed without state filing requirements or a formal organizational meeting. However, a general partnership must obtain a fictitious partnership name if one is intended to be used or if required for any appropriate licenses. 

In a general partnership:

• Partners share assets, liabilities, and responsibilities for the jointly-owned business.
• General partnerships are pass-through entities where profits or losses are passed directly to partners, who have tax reporting requirements.
• Contributions to the partnership may be equal among partners or not.
• Death or withdrawal of any general partner dissolves the general partnership.

A partnership agreement may determine the business’s governing structure, partner rights and responsibilities, and how profits are allocated should one be created in a general partnership.

NDCC ch. 45-11 and 45-13 thru 45-21 pertain to general partnerships.

Fees:

• Fictitious Partnership Name Registration - $25 for first 2 partners, $3 for each additional partner
• Fictitious Partnership Name Amendment - $25
• Fictitious Partnership Name Renewal - $25

Annual Report Requirements:

• General partnerships are not required to file annual reports.

A limited partnership (LP) is comprised of one or more general and one or more limited partners. The general partners have management control of the business and are responsible for all partnership obligations, duties, and restrictions provided in the laws of North Dakota. LPs must register with the Secretary of State.

LPs enable limited partners to invest their money in the business without taking an active part in managing it and without risking more than what is invested in it.

The limited partners:

• Invest capital in the business.
• Take a share in the profits.
• Typically are not responsible for any debts beyond their investments.
• Generally, do not participate in the management of the business operations.

An LP must obtain a fictitious partnership name if one is intended to be used, and additional licenses may need to be obtained as appropriate. NDCC ch. 45-10.2 pertains to LPs.

Fees:

• Registration (domestic and foreign) - $110
• Annual Report (domestic and foreign) - $25
• Amendment (domestic and foreign) - $40
• Termination (domestic) - $25
• Withdrawal (foreign) - $25

Naming Guidelines:

• The name of a limited partnership must contain the words “limited partnership” or the abbreviation “LP” or the abbreviation “L.P.”

Annual Report Requirements: 

• Filing Deadline - March 31

A limited liability partnership (LLP) is a type of business that gives all partners limited liability. Unlike a limited partnership (LP), all partners can participate in management decisions. LLPs must register with the Secretary of State.

The limited liability partners:

• Share equally in management duties and are considered managing partners.
• May not be personally liable for another partner's obligations.

An LLP must obtain a fictitious partnership name if one is intended to be used and may need to obtain additional licenses as appropriate. NDCC ch. 45-22 pertains to LLPs.

Fees:

• Registration (domestic)

  • Up to 2 partners (each partner is a person or entity) - $35

  • Each additional partner (person or entity) - $3

• Registration (foreign) - $60

  • No charge for additional partners

• Annual Report (domestic and foreign) - $25
• Amendment (domestic and foreign) - $25
• Termination (domestic) - $10
• Withdrawal (foreign) - $10

Naming Guidelines:

• The name of a limited liability partnership  must contain the words “limited liability partnership” or must contain the abbreviation “LLP” or the abbreviation “L.L.P.”

Annual Report Requirements: 

• Filing Deadline - March 31

Like a limited partnership, limited liability limited partnerships (LLLP) are comprised of one or more general and one or more limited partners.  Similarly, the general partners are responsible for the management and day-to-day operations of the business. The difference is that the general partners in a LLLP are afforded limited liability protection. LLLPs must register with the Secretary of State.

LLLPs enable limited partners to invest their money in the business without taking an active part in managing it and without risking more than what is invested in it.

The limited partners:

• Invest capital in the business.
• Take a share in the profits.
• May not be responsible for any debts beyond their investments.
• Generally, do not participate in the management of the business operations.

Like a limited liability partnership, LLLPs add limited liability to the general partners.

A LLLP must obtain a fictitious partnership name if one is intended to be used and may need to obtain additional licenses as appropriate. NDCC ch. 45-23 and 45-10.2 pertain to LLLPs.

Fees:

• Registration (domestic and foreign) - $110
• Annual Report (domestic and foreign) - $25
• Amendment (domestic) - $40
• Amendment (foreign) - $25
• Termination (domestic) - $25
• Withdrawal (foreign) - $25

Naming Guidelines:

• The name of a limited liability limited partnership must contain the words “limited liability limited partnership” or the abbreviation “LLLP” or the abbreviation “L.L.L.P.”

Annual Report Requirements: 

• Filing Deadline - March 31

A professional limited liability partnership (PLLP) is a limited liability partnership made up of licensed professionals. Licensed professionals are individuals who have been legally authorized to provide a professional service that requires a license as a condition of practice, as well as an undergraduate or advanced college degree in the specific field of practice. They require a license prior to providing service to the public. An example may be a dentist, veterinarian, architect, or accountant. PLLPs must register with the Secretary of State.

A professional limited liability partnership may provide:

• One specific type of professional service and services ancillary thereto; or
• Two or more kinds of professional services that are specifically authorized to be practiced in combination under North Dakota’s licensing laws of each of the professional services to be rendered.

A PLLP is created and operates in the same manner as a limited liability partnership. However, at the time of registration with the Secretary of State, the PLLP must also provide certification from the respective North Dakota licensing board evidencing the licensure of all partners. An individual may not simultaneously be an executive or owner of more than one professional organization rendering the same professional service.

A PLLP must obtain a fictitious partnership name if one is intended to be used and may need to obtain additional licenses as appropriate.

NDCC ch. 10-31 and 45-22  pertain to PLLPs.

Fees:

• Registration (domestic)

  • Up to 2 partners (each partner is a person or entity) - $35

  • Each additional partner (person or entity) - $3

• Foreign (out-of-state) Registration - $60

  • No charge for additional partners

• Annual Report (domestic and foreign) - $25
• Amendment (domestic and foreign) - $25
• Termination (domestic) - $10
• Withdrawal (foreign) - $10

Naming Guidelines:

• The name of a professional limited liability partnership may contain the words “limited liability partnership” or “professional limited liability partnership” or the abbreviation “LLP,” “L.L.P.,” “PLLP,” or “P.L.L.P.”

Annual Report Requirements: 

• Filing Deadline - March 31
• A copy of the report filed with the Secretary of State must also be provided to the North Dakota regulatory board that licenses the partners providing the professional service.

An out-of-state limited partnership (LP), limited liability partnership (LLP), limited liability limited partnership (LLLP), or professional limited liability partnership (PLLP) is one created under laws other than the laws of North Dakota. They are created in out-of-state as well as out-of-country jurisdictions. These out-of-state entities are referred to in North Dakota Century Code as foreign business types.   

A foreign LP, LLP, LLLP, or PLLP must register with the Secretary of State to transact business or provide professional services in North Dakota or to obtain any license or permit issued according to North Dakota laws.

• At the time of registration with the Secretary of State, a PLLP must also provide certification from the respective North Dakota licensing board evidencing the licensure of all partners, employees, or agents practicing in North Dakota. The term ‘employee’ does not include a clerk, secretary, nurse, or anyone who is not ordinarily considered by custom and practice to be rendering professional services to the public.

A foreign LP, LLP, LLLP, or PLLP using a name other than its partnership name must register a fictitious partnership name with the Secretary of State.