Provide a complete ad dress of the principal executiv e office of the LLP. In this section, an address must include a street or rural address, a postal
box if applicable, and the city, state and zip code with 4 digit extension. This address cannot only be a post office box number.
Provide the date (month, day and year) on which the LLP will expire in the state or country of origin or indicate "perpetual".
The telephone n umber of the principal executive office of the LLP is required.
Provide a toll-free telephone number i f the LLP has one.
Identify the profession the LLP intends to practice in North Dakota.
COMMERCIAL OR NONCOMMERCIAL REGISTERED AGENT: A foreign LLP must continuously maintain a commercial or noncommercial registered
agent and address in North D akota. A foreign LLP cannot serve itself as its registered agent.
The appointed a gent c an verify their status as a commercial registered agent from their acknowledged filing and from the list of commercial registered
agents maintained on the Secretary of State's website at www.nd.gov/sos
.
A n oncommercial registered agent may be one of the following:
a) An ind ividual residing
in North Dakota,
b) A domestic or foreign cor poration, or
c) A domestic o r foreign limited liability company.
A corporation or limited liabi lity company appointed as a noncommercial registered agent must be registered with the Secretary of Stat e, be in good
standing, and have a business address in North Dakota
. If a corporation or limited liability company is named as a noncommercial registered agent,
provide the "correct" name of the organization.
Seek the approval of the party before naming them as the commercial or noncommercial registered agent. Proof of the approval is not required to be
filed with the Secretary of Sta te.
SFN 50338 (07-2008) Page 2
INSTRUCTIONS FOR FOREIGN PROFESSIONAL LIMITED LIABILITY PARTNERSHIP (LLP) REGISTRATION
(continued)
foreign professional LLP must file a Foreign P rofessional Limited Liability Partnership Registration with the Secretary of State before practicingaprofession
in North Dakota or before obtaining any license or permit required by North Dakota laws. Anyone acting as a LLP without a registration in effect is jointly and
severally liable for all debts and liabilities incurred or arising as a result.
The following numbers correspond to the numbered sections on the front of this form.
FILING FEES:
New registration $60
Amended registration $25
(Checks must be payable to "Secretary of State" and must be for U.S. negotiable funds. The Secretary of State accepts credit card
payments using VISA, MasterCard, or Discover.)
1.
Indicate whether the application is being subm itted for a new registration or an amended registration.
Attach a c urrent Certificate of Good Standing or Certificate of Existence
verifying identity, existence, and status as a LLP. The certificate must be
certified b y the proper officer of the state or country under the laws of which it is organized.
A cer tified copy of the registration in the state of origin is not
acceptable. The certificate must have been certified within 90 days of the date of registration with the North Dakota Secretary of State.
Attach a c ertificate from the North Dakota regulating board of the profession identified in number 13 certifying that each of the partners who will practice
the profession in North Dakota is license d to practice in North Dakota.
Provide the name of th e LLP exactly
as it appears on the certificate of good standing. All punctuation and abbreviations must be consistent with those
in the name on the Certificate of Good Standing or Certificate of Existence from the organizing officer of the state or c ountry where organized. If the
name in number 5 is not the same as reflected on the Certificate of Good Standing or Certificate of Existence, the name will be corrected by the
Secretary of State when the document is received.
A L LP's Federal ID number is helpful to maintai n accurate records. Please provide if you have one.
Privacy: In compliance with North Dakota Law, Federal ID numbers and social security numbers are not disclosed to the public. They are used by the
Secretary of State to maintain accurate limited liability partnership files. Therefore, while v oluntary disclosure is requested, failure to do so will not result
in rejection of the registration.
Provide the name the foreign LLP elects to use in North Dakota. The name of a foreign professional organizati on rendering professional services in
North Dakota shall contain words or abbreviations required or authorized by the laws of the jurisdiction in which the foreign professional LLP is
organized. An alternate name must
be el ected as fol lows:
2.
3.
4.
5.
6.
7.
If
the name of the foreign LLP is the same as, or deceptively simi lar to, any corporate name, limited liabilit y company name, trade name, limited
partnership name, LLP name, limited liability limited partnership name, or a name which is in any manner reserved with the Secretary of State. If the
name of the foreign LLP conflicts with a name p reviously established with the Secretary of State, an alternate name need not be elected if the
Foreign L imited Liability Partnership Registration is accomp anied by a consent to use of name from the pre-existing organization with a fee of $10,
or a certifi ed judgment of a court in North Dakota establishing the prior right of the applicant to the use of the name.
If
the LLP chooses to conduct business in North Dako ta in a name other than that as organ ized in the state of origin.
a)
b)
8.
9.
10.
11.
12.
13.
Under North Dakota law, an elected name is considered to be a fic titious name and must be filed with the Secretary of State. Contact the Business
Division for a Partnership Fictitious Name Certificate.
If the LLP name is consisten t with the requirements of law, is available, and will be used in addition to a fictitious name, leave this number blank and file
a P artnership Fictitious Name Certificate.
Identify the state or country in which the LLP is organized. If the s tate or country of o rigin in number 8 is not th e sam e as reflected on the Certificate of
Good Standing or Certificate of Exi stence, the state will be corrected by the Secretary of State when the document is received.
