FOREIGN LIMITED PARTNERSHIP / FOREIGN LIMITED LIABILITY LIMITED PARTNERSHIP CERTIFICATE OF AUTHORITY APPLICATION
No foreign limited partnership or foreign limited liability limited partnership (LLLP) may transact business in North Dakota, OR obtain any license or permit
required by North Dakota law, until a certificate of authority application has been filed with the Secretary of State.
The application for Certificate of Authority must be accompanied by all of the following before the application can be filed:
Filing fee of $110
(Checks must be payable to "Secretary of State" and must be for U.S. negotiable funds. Payment may also be made by credit card using Visa,
MasterCard, or Discover.)
Current certificate verifying identity, existence, and status of a foreign limited partnership or foreign LLLP certified by the government officer of the
state or country under the laws of which it is organized. The certificate must have been certified within 90 days of the date of application.
The application for Certificate of Authority may be required to be accompanied by the following:
A signed consent to use of name and fee of $10 when the limited partnership or foreign LLLP is already aware of a conflict with its name.
Partnership Fictitious Name Certificate and fee of $25 when the limited partnership or foreign limited liability limited partnership assumes a name,
other than its limited partnership or foreign limited liability limited partnership name for use in North Dakota.
Fees and registrations to register general partners.
Indicate whether the application is intended for a limited partnership or a LLLP.
Provide the correct name of the foreign limited partnership or foreign LLLP as authorized in the jurisdiction (state or country) of organization. All
punctuation and abbreviations must correspond with those on the certificate of identification, existence and status. If the name in number 3 is not the same
as reflected on the certificate from the state or country of origin, the name will be corrected by the Secretary of State when the document is received.
To properly maintain records, a limited partnership's or LLLP's federal ID number is requested.
Privacy: In compliance with N.D.C.C., Section 45-10.2-113, social security or federal ID numbers are not disclosed to the public. They are used by the
Secretary of State to maintain accurate files. Therefore, while voluntary disclosure is requested, failure to do so will not result in rejection of the application.
Provide the fictitious name and the Partnership Fictitious Name Certificate form with $25 if the limited partnership or LLLP cannot use its name because:
If a limited partnership, the name is not in the form as required of a limited partnership in North Dakota. The name must be in the English language and
may not include the words "corporation", "incorporated", "limited liability company", or "limited liability partnership", or any abbreviation of these words.
The name must include the words "limited partnership" or the abbreviation "L.P." or "LP". If a foreign limited partnership's name does not contain these
words or one of the abbreviations, the limited partnership must elect one to be used in North Dakota. The application must be rejected if an election is
not made and the limited partnership's name in number 3 is not in compliance with this requirement.
If an LLLP, the name is not in the form as required of a LLLP in North Dakota. The name must be in the English language and may not include the
words "corporation", "incorporated", "limited liability company", or "limited liability partnership", or any abbreviation of these words. The name must
include the words "limited liability limited partnership" or the abbreviation "L.L.L.P." or "LLLP". If a foreign LLLP's name does not contain these words or
one of the abbreviations, the LLLP must elect one to be used in North Dakota. The application must be rejected if an election is not made and the
LLLP's name in number 3 is not in compliance with this requirement.
The North Dakota Secretary of State has notified the limited partnership or LLLP that its name is the same as or deceptively similar to a name already
registered and the limited partnership or LLLP is unable to obtain consent to use of name from the previous filer or a certified copy of a final decree of a
court of competent jurisdiction establishing prior right of this limited partnership or LLLP to use of the name in North Dakota. North Dakota law provides
that a limited partnership or LLLP name may not be the same as, or deceptively similar to a name previously registered with the Secretary of State. The
name may be used if the limited partnership or LLLP obtains a court decree or a signed consent to use of name that is submitted with a fee of $10. If
consent to use of name cannot be obtained, a fictitious name (dba) must be elected.
The limited partnership or LLLP does not wish to use or protect its name in North Dakota and chooses to use a fictitious name instead.
Fictitious Names: A limited partnership or LLLP may choose to use a fictitious name (dba) in addition to its limited partnership or LLLP name in North
Dakota. The fictitious name must be registered with the Secretary of State. However, the fictitious name should not be provided in number 5 of this
application. Instead, complete and attach the Partnership Fictitious Name Certificate and fee of $25 for each assumed name. Contact the Secretary of
State's office for the Partnership Fictitious Name Certificate form.
Identify the state or country of organization.
The telephone number of the limited partnership's or the LLLP's principal place of business is required.
Provide a toll-free telephone number if the limited partnership or LLLP has one.
Give a brief explanation of the purposes or nature of business the limited partnership or LLLP intends to transact in North Dakota. The purpose must be
specific. "General Business" is not acceptable.
COMMERCIAL OR NONCOMMERCIAL REGISTERED AGENT: A foreign limited partnership or LLLP must continuously maintain a commercial or
noncommercial registered agent and address in North Dakota. A foreign limited partnership or LLLP cannot serve itself as its registered agent.
The appointed agent can 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 sos.nd.gov.
A noncommercial registered agent may be one of the following:
a) An individual residing in North Dakota,
b) A domestic or foreign corporation, or
c) A domestic or foreign limited liability company.
A corporation or limited liability company appointed as a noncommercial registered agent must be registered with the Secretary of State, 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 State. Failure to seek consent from the party named as agent may result in revocation of the Certificate of
Authority.
