Section 45-10.2-02 - (102) DefinitionsFor the purposes of this chapter, unless the context otherwise requires:
1. "Address" means: a. In the case of a registered office or principal executive office, the mailing address, including the zip code, of the actual office location which may not be only a post-office box; andb. In all other cases, the mailing address, including the zip code.2. "Authenticated electronic communication" means:a. That the electronic communication is delivered:(1) To the principal place of business of the limited partnership; or(2) To a general partner or agent of the limited partnership authorized by the limited partnership to receive the electronic communication; andb. That the electronic communication sets forth information from which the limited partnership can reasonably conclude that the electronic communication was sent by the purported sender.3. "Business" includes every trade, occupation, activity, and profession.4. "Certificate of limited partnership" means the certificate referred to in section 45-10.2-23 and the certificate as amended or restated.5. "Constituent limited partnership" means a constituent organization that is a limited partnership.6. "Constituent organization" means an organization that is party to a merger.7. "Contribution", except in the phrase "right of contribution", means any benefit provided by a person to a limited partnership:a. In order to become a partner; orb. In the capacity of the person as a partner.8. "Converted organization" means the organization into which a converting organization converts pursuant to sections 45-10.2-94 through 45-10.2-99.9. "Converting limited partnership" means a converting organization that is a limited partnership.10. "Converting organization" means an organization that converts into another organization pursuant to section 45-10.2-94.11. "Debtor in bankruptcy" means a person that is the subject of:a. An order of relief under title 11 of the United States Code or a comparable order under a successor statute of general application; orb. A comparable order under federal, state, or foreign law governing insolvency.12. "Distribution" means a transfer of money or other property from a limited partnership to a partner or to the transferee of the partner on account of a transferable interest owned by the transferee.13. "Domestic organization" means an organization created under the laws of this state.14. "Electronic" means relating to technology having electrical, digital, magnetic, wireless, optical, electromagnetic, or similar capabilities.15. "Electronic communication" means any form of communication not directly involving the physical transmission of paper: a. That creates a record that may be retained, retrieved, and reviewed by a recipient of the communication; andb. That may be directly reproduced in paper form by the recipient through an automated process.16. "Electronic record" means a record created, generated, sent, communicated, received, or stored by electronic means.17. "Electronic signature" means an electronic sound, symbol, or process attached to or logically associated with a record and signed or adopted by a person with the intent to sign the record.18. "Filed with the secretary of state" means except as otherwise permitted by law or rule: a. That a record meeting the applicable requirements of this chapter together with the fees provided in section 45-10.2-109 was delivered or communicated to the secretary of state by a method or medium of communication acceptable by the secretary of state and was determined by the secretary of state to conform to law.b. That the secretary of state did then: (1) Record the actual date on which the record was filed, and if different, the effective date of filing; and(2) Record the record in the office of the secretary of state.19. "Foreign limited liability limited partnership" means a partnership formed by two or more persons under the laws of a jurisdiction other than this state:a. Which is required by those laws to have one or more general partners and one or more limited partners;b. Whose general partners have limited liability for the obligations of the foreign limited liability limited partnership under provisions similar to chapter 45-23;c. For a purpose for which a limited liability limited partnership may be organized under chapter 45-23; andd. Which is in good standing in its jurisdiction of origin.20. "Foreign limited partnership" means a partnership formed by two or more persons under laws of a jurisdiction other than this state:a. Which is required by those laws to have one or more general partners and one or more limited partners;b. Whose general partners have personal liability for the obligations of the foreign limited partnership under provisions similar to this chapter;c. For a purpose for which a limited partnership may be organized under this chapter; andd. Which is in good standing in its jurisdiction of origin.21. "Foreign organization" means an organization created under laws of a jurisdiction other than this state.22. "General partner" means: a. With respect to a limited partnership, a person:(1) That becomes a general partner under section 45-10.2-37 and has not become dissociated as a general partner under section 45-10.2-57; or(2) That was a general partner in a limited partnership when the limited partnership became subject to this chapter under section 45-10.2-03 and has not become dissociated as a general partner under section 45-10.2-57; andb. With respect to a foreign limited partnership, a person that has rights, powers, and obligations similar to those of a general partner in a limited partnership.23. "Governing statute" means: a. With respect to a domestic organization, the following chapters of this code which govern the internal affairs of the organization:(1) If a corporation, chapter 10-19.1;(2) If a limited liability company, chapter 10-32.1;(3) If a general partnership, chapters 45-12 through 45-21;(4) If a limited partnership, this chapter;(5) If a limited liability partnership, chapter 45-22; and(6) If a limited liability limited partnership, chapter 45-23; andb. With respect to a foreign organization, the laws of the jurisdiction under which the organization is created and under which the internal affairs of the organization are governed.24. "Limited liability limited partnership", except in the phrase "foreign limited liability limited partnership", means a partnership that is formed by two or more persons and which has one or more general partners and one or more limited partners: a. Which is formed under chapter 45-23; orb. Which elects to become subject to chapter 45-23.25. "Limited partner" means: a. With respect to a limited partnership, a person that:(1) Becomes a limited partner under section 45-10.2-31 and has not become dissociated as a limited partner under section 45-10.2-55; or(2) Was a limited partner in a limited partnership when the limited partnership became subject to this chapter under section 45-10.2-03 and has not become dissociated as a limited partner under section 45-10.2-55; andb. With respect to a foreign limited partnership, a person that has rights, powers, and obligations similar to those of a limited partner in a limited partnership.26. "Limited partnership", except in the phrases "foreign limited partnership" and "foreign limited liability limited partnership" means a partnership that is formed by two or more persons and which has one or more general partners and one or more limited partners: a. Which is formed under this chapter; orb. Which elects to become subject to this chapter under section 45-10.2-03.27. "Notice": a. Is given to a limited partnership: (1) When in writing and mailed or delivered to a general partner at the registered office or principal executive office of the limited partnership; or(2) When given by a form of electronic communication consented to by a general partner of the limited partnership to which the notice is given if by: (a) Facsimile communication, when directed to a telephone number at which a general partner of the limited partnership has consented to receive notice;(b) Electronic mail, when directed to an electronic mail address at which a general partner of the limited partnership has consented to receive notice;(c) Posting on an electronic network on which a general partner of the limited partnership has consented to receive notice, together with separate notice to the limited partnership of the specific posting, upon the later of:[2] The giving of the separate notice; or(d) Any other form of electronic communication by which a general partner of the limited partnership has consented to receive notice, when directed to the limited partnership.b. Is given to a partner of the limited partnership:(1) When in writing and mailed or delivered to the partner at the registered office or principal executive office of the limited partnership; or(2) When given by a form of electronic communication consented to by the partner to which the notice is given if by:(a) Facsimile communication, when directed to a telephone number at which the partner has consented to receive notice;(b) Electronic mail, when directed to an electronic mail address at which the partner has consented to receive notice;(c) Posting on an electronic network on which the partner has consented to receive notice, together with separate notice to the partner of the specific posting, upon the later of: [2] The giving of the separate notice; or(d) Any other form of electronic communication by which the partner has consented to receive notice, when directed to the partner.c. Is given in all other cases: (1) When mailed to the person at an address designated by the person or at the last-known address of the person;(2) When deposited with a nationally recognized overnight delivery service for overnight delivery or, if overnight delivery to the person is not available, for delivery as promptly as practicable, to the person at an address designated by the person or at the last-known address of the person;(3) When handed to the person;(4) When left at the office of the person with a clerk or other person in charge of the office, or: (a) If there is no one in charge, when left in a conspicuous place in the office; or(b) If the office is closed or the person to be notified has no office, when left at the dwelling house or usual place of abode of the person with some person of suitable age and discretion then residing there;(5) When given by a form of electronic communication consented to by the person to whom the notice is given if by:(a) Facsimile communication, when directed to a telephone number at which the person has consented to receive notice;(b) Electronic mail, when directed to an electronic mail address at which the person has consented to receive notice;(c) Posting on an electronic network on which the person has consented to receive notice, together with separate notice to the person of the specific posting, upon the later of: [2] The giving of the separate notice; or(d) Any other form of electronic communication, by which the person has consented to receive notice, when directed to the person; or(6) When the method is fair and reasonable when all circumstances are considered.d. Is given when deposited in the United States mail with sufficient postage affixed.e. Is given by deposit for delivery when deposited for delivery as provided in paragraph 2 of subdivision c, after having made sufficient arrangements for payment by the sender.f. Is deemed received when it is given.28. "Organization":a. Means, whether domestic or foreign, a corporation, limited liability company, general partnership, limited partnership, limited liability partnership, limited liability limited partnership, and any other person subject to a governing statute; butb. Excludes: (1) Any nonprofit corporation, whether a domestic nonprofit corporation which is incorporated under chapter 10-33 or a foreign nonprofit corporation which is incorporated under the laws of another jurisdiction; or(2) Any nonprofit limited liability company, whether a domestic nonprofit limited liability company which is organized under chapter 10-36 or a foreign nonprofit limited liability company which is organized in another jurisdiction.29. "Organizational records" means:a. For a domestic or foreign general partnership, its partnership agreement;b. For a limited partnership or foreign limited partnership, its certificate of limited partnership and partnership agreement;c. For a domestic or foreign limited liability company, its articles of organization, bylaws or operating agreement, and any member-control agreement, or comparable records as provided in its governing statute;d. For a domestic or foreign corporation for profit, its articles of incorporation, bylaws, and other agreements among its shareholders which are authorized by its governing statute, or comparable records as provided in its governing statute; ande. For any other organization, the basic records that create the organization and determine its internal governance and the relations among the persons that own it, have an ownership interest in it, or are members of it.30. "Ownership interests" means for an organization which is:a. A corporation, its shares;b. A limited liability company, its membership interests;c. A limited partnership, its partnership interests;d. A general partnership, its partnership interests;e. A limited liability partnership, its partnership interests; orf. A limited liability limited partnership, its partnership interests.31. "Partner" means a general or limited partner.32. "Partnership agreement":a. Means the agreement of the partners, whether oral, implied, in a record, or in any combination, concerning the limited partnership; andb. Includes the agreement as amended.33. "Partnership interest" means the transferable interest of a partner.34. "Person dissociated as a general partner" means a person dissociated as a general partner of a limited partnership.35. "Personal liability" means personal liability for a debt, liability, or other obligation of an organization which is imposed on a person that co-owns, has an ownership interest in, or is a member of the organization: a. By the governing statute of an organization solely by reason of the person co-owning, having an ownership interest in, or being a member of the organization; orb. By the organizational records of an organization under a provision of the governing statute of an organization authorizing those records to make one or more specified persons liable for all or specified debts, liabilities, and other obligations of the organization solely by reason of the person or persons co-owning, having an ownership interest in, or being a member of the organization.36. "Principal executive office" means: a. An office from which the limited partnership conducts business; orb. If the limited partnership has no office from which it conducts business, then the registered office of the limited partnership.37. "Record" means information that is inscribed on a tangible medium or that is stored in an electronic or other medium and is retrievable in perceivable form.38. "Registered office" means the place in this state designated in the certificate of limited partnership or in the certificate of authority of a foreign limited partnership as the registered office.39. "Required information" means the information that a limited partnership is required to maintain under section 45-10.2-13.40. "Signed" means: a. That the signature of a person, which may be a facsimile affixed, engraved, printed, placed, stamped with indelible ink, transmitted by facsimile or electronically, or in any other manner reproduced on the record, is placed on a record with the present intention to authenticate that record; andb. With respect to a record required by this chapter to be filed with the secretary of state that: (1) The record is signed by a person authorized to sign the record by this chapter, by the partnership agreement, or by a resolution approved by the affirmative vote of the required proportion or number of partners; and(2) The signature and the record are communicated by a method or medium of communication acceptable by the secretary of state.41. "State" means a state of the United States, the District of Columbia, Puerto Rico, the United States Virgin Islands, or any territory or insular possession subject to the jurisdiction of the United States.42. "Surviving organization" means an organization into which one or more other organizations are merged and which:a. May pre-exist the merger; orb. May be created by the merger.43. "Transfer" includes an assignment, conveyance, deed, bill of sale, lease, mortgage, security interest, encumbrance, gift, and transfer by operation of law.44. "Transferable interest" means the right of a partner to receive distributions.45. "Transferee" means, except in section 45-10.2-45, a person to which all or part of a transferable interest has been transferred, whether or not the transferor is a partner.46. "Vote" includes authorization by written action.47. "Written action" means: a. A written record signed by all of the persons required to take the action; andb. The counterparts of a written record signed by any of the persons taking the action described. (1) Each counterpart constitutes the action of the person signing; and(2) All the counterparts, taken together, constitute one written action by all of the persons signing the counterparts.Amended by S.L. 2015 , ch. 87( HB 1136 ), § 26, eff. 7/1/2015.