SFN 50239 (07-2008) Page 2
INSTRUCTIONS FOR PROFESSIONAL LIMITED LIABILITY PARTNERSHIP (LLP) REGISTRAT ION
A professional LLP must file a Professional Limited Liability Partnership Registration with the Secretary of State. 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 with two managing partners $35
For each additional managing partner $3 (but not to exceed $250)
Amended registration $25
(Checks must be payable to "Secre tary of State" and must be for U.S. neg otiable funds. The Secretary of State accepts credit card
payments using VISA, MasterCard, or Discover.)
1.
Provide a toll-free telephone number if the LLP has one.
Identify the profession the LLP intends to practi ce in North Dakota.
COMMERCIAL OR NONCOMMERCIAL REGISTERED AGENT: A LLP must continuously maintain a commercial or noncommercial registered agent
and address in North Dakota. A LLP cannot serve itself as its registered agent.
A commercial registered agent must be registered as a commercial registered agent with the North Dakota Secretary of Sta te. The appointed agent
can verify their status as a commercial registered agent from their acknowledged filing and from the list of commercial registered agents ma intained on
the Secretary of State's website at www.nd.gov/sos.
A noncommercial registered agent may be one of the following:
a) An individual residing
in North Dakota,
b) A domestic or foreign c orporation, o r
c) A do mestic or foreign li mited liability company.
A corporation or limited liability 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 o rganization.
Seek the approval of the party before naming them as the commercial or noncommercial registered agent. Proof of the ap proval is not required to be
filed with the Secretary of State.
If a c ommercial registered agent is being appointed, provide the correct name as registered with the North Dakota Secretary of State. If the name in
number 9A is not the same as registered by the commercial registered agent, the name will be corrected by the Secretary of State when the document
is received.
OR
If a noncommercial registered agent is being appointed, provide the correct name. If a corporation or limited liability c ompany is appointed as registered
agent and the name of that organiz ation in num ber 9B is not the same as regis tered, the nam e will be corrected by the Secretary of State when the
document is received.
If a noncommercial registered agent is being appointed, provide the complete address in North Dakota which may not be only a post office box. Leave
this line blank if a c ommercial registered agent is appointed.
List the names, Social Security or Federal ID numbers, and complete mailing addresses of all partners who will practice the profession in North Dakota.
(See Privacy statement i n number 6.) If adequate space is not provided to list all practicing partners, attach an additional schedule listing all others.
Designate the managing partners by checking the box after their names.
The registration must be dated and signed by one or more managing partners authorized by the LLP.
List the name, email address and daytime telephone number of a contact person if this office has any questions or needs additional informa tion to file
this registration.
9.
10.
Indicate whether the a pplication is being submitted for a new registration or an amended registration.
ttach a certificate from the North Dakota regulating board of the profession identified in number 10 certifying that each of the partners who will practice
the profession in North Dakota is licensed to practice in Nor th Dakota.
Provide the name of the LLP. The name must include the words "professional limited liability partnership" or "limited liability partnership", or the
abbreviations "P.L.L.P.", "PLLP", L.L.P. or LLP.
The name may not be the same as, or deceptively similar to, any corporate name, limited liability 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.
LLP's Federal ID number is helpful to maintain accurate records. Please provide if you have one.
Privacy: In compliance with North Dakota Law, Federal ID numbers and social security numbers are not disclos ed to the public. They are used by the
Secretary of State to maintain accurate limited liability partnership files. Therefore, while voluntary disclosure is requested, failure to do so will not result
in rejection of the registration.
Provide a complete address of the principal executive office of the LLP. In this section, an address must inc lude 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.
Check either box to define the effective date of the LLP. A LLP may be effective at the time the registration is filed by the Secret ary of State, or at a later
date within 90 days after the filing. If a later effective date is preferred, specify the date (month, day and year). If neither box i s checked, the registration
will be effected when filed with the Secretary of State.
The telephone number of the principal executive office of the LLP is req uired.
2.
3.
4.
5.
6.
7.
8.
continued
11A.
11B.
11C.
12.
13.
14.
