N.D. Cent. Code § 45-10.2-03

Current through 2024 Legislative Session

Section 45-10.2-03 - (1206) Application to existing relationships

1. After June 30, 2005, no person may use chapter 45-10.1 to form an entity.

2. Before January 1, 2006, this chapter governs only:

a. A limited partnership formed after June 30, 2005; and

b. Except as otherwise provided in subsection 4, a limited partnership formed under chapter 45-10.1 which elects, in the manner provided in its partnership agreement or by law for amending the partnership agreement, to be subject to this chapter.

3. Except as otherwise provided in subsection 4, on and after January 1, 2006, this chapter governs:

a. Any limited partnership formed under chapter 45-10.1 which has not previously elected to be governed by this chapter and is still in existence on January 1, 2006; and

b. All limited partnerships, including each limited partnership formed under chapter 45-10.1 which has previously elected to become governed by this chapter.

4. With respect to a limited partnership formed before July 1, 2005, the following rules apply except as the partners otherwise elect in the manner provided in the partnership agreement or by law for amending the partnership agreement:

a. Subsection 3 of section 45-10.2-07 does not apply and the limited partnership has whatever duration it had under the law applicable immediately before the limited partnership became subject to this chapter;

b. Sections 45-10.2-55 and 45-10.2-56 do not apply and a limited partner has the same right and power to dissociate from the limited partnership, with the same consequences, as existed immediately before the limited partnership became subject to this chapter;

c. Subsection 4 of section 45-10.2-57 does not apply;

d. Subsection 5 of section 45-10.2-57 does not apply and a court has the same power to expel a general partner as the court had immediately before the limited partnership became subject to this chapter; and

e. Subsection 3 of section 45-10.2-66 does not apply and the connection between the dissociation of a person as a general partner and the dissolution of the limited partnership is the same as existed immediately before the limited partnership became subject to this chapter.

N.D.C.C. § 45-10.2-03