The North Dakota Certificate of Limited Partnership is a legal document that establishes a limited partnership in the state of North Dakota. This certificate is filed with the Secretary of State's office and contains important information about the partnership. A limited partnership is a business structure that consists of at least one general partner and one or more limited partners. The general partner is responsible for managing the partnership and assumes unlimited personal liability for the partnership's debts and obligations. On the other hand, the limited partners are passive investors who are liable only up to the amount of their investment. The North Dakota Certificate of Limited Partnership includes several relevant details to identify and regulate the partnership. These details include: 1. Partnership Name: The certificate must include the name of the limited partnership, which should be unique and not similar to any existing business entities in the state. 2. Registered Agent and Office: The certificate requires the designation of a registered agent (an individual or entity) who will act as the partnership's official point of contact for legal matters. The registered office address must also be provided. 3. General Partner Information: The names and addresses of all the general partners must be listed in the certificate. These individuals are responsible for managing the partnership's affairs. 4. Limited Partner Information: The names and addresses of limited partners need to be disclosed. It is essential to distinguish between general and limited partners. 5. Effective Date: The certificate must specify the date when the limited partnership will become effective and start conducting business. In addition to the standard North Dakota Certificate of Limited Partnership, there are other types based on specific requirements or circumstances. These include: 1. Amended Certificate of Limited Partnership: This type of certificate is filed when certain changes need to be made to the original limited partnership certificate. It updates the information provided initially and ensures all relevant records reflect the changes accurately. 2. Certificate of Cancellation: A certificate of cancellation is filed when a limited partnership decides to terminate its existence or cease operations in North Dakota. This is an important step that formally dissolves the partnership and protects partners from future legal obligations. 3. Conversion Certificate: In case a limited partnership chooses to convert into a different type of business entity, such as a corporation or a limited liability company, a conversion certificate is filed to accomplish the transformation. It is crucial for businesses forming a limited partnership in North Dakota to complete the appropriate certificate accurately and in compliance with the state's partnership laws. Consulting with a legal professional or utilizing the resources available on the North Dakota Secretary of State's official website is highly recommended ensuring all requirements are fulfilled.