PDF《CHAPTER 45-11》

(2) A limited liability company name;

(3) A trade name;

(4) Any other fictitious partnership name;

(5) A limited partnership name;

(6) A limited liability partnership name;

(7) A limited liability limited partnership name;

or (8) A trademark or service mark. 4. The secretary of state shall determine whether a fictitious partnership name is distinguishable in the secretary of state'

s records from another name for purposes of this chapter and may adopt rules reasonable or necessary for making these determinations. 45-11-02. How certificate executed - Content. A certificate filed with the secretary of state as provided in section 45-11-01 must be signed by one or more of the general partners. The certificate must state the fictitious name, a brief description of the nature of business in which the partnership is engaged in this state, the names in full and principal addresses of all the general partners, and the address of the principal place of business. 45-11-02.1. Electronic filing of fictitious name certificate. A partnership may file a fictitious name certificate by electronic communication with the secretary of state. The following definitions apply to electronic fictitious name certificate filings with the secretary of state: 1. Electronic means relating to technology having electrical, digital, magnetic, wireless, optical, electromagnetic, or similar capabilities. 2. Electronic communication means any form of communication acceptable to the secretary of state, 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;

and b. That may be directly reproduced in paper form by the recipient through an automated process. 3. Electronic record means a record created, generated, sent, communicated, received, or stored by electronic means. 4. Electronic signature means an electronic sound, symbol, or process attached to or logically associated with a record and executed or adopted by a person with the intent to sign the record. 5. Legal recognition means a record or signature may not be denied legal effect or enforceability solely because it is in electronic form. If a provision of this chapter requires: a. A record to be in writing, an electronic record satisfies the requirement. b. A signature, an electronic signature satisfies the requirement. 6. Signed means that the signature of a person, which may be a facsimile affixed, engraved, printed, placed, stamped with indelible ink, transmitted by facsimile Page No.

2 telecommunication or electronically, or in any other manner reproduced on the document, and is communicated by a method or medium of communication acceptable to the secretary of state. 45-11-03. Foreign partnership permitted to use fictitious name. A commercial partnership established and transacting business in a place without the United States may use in this state the partnership name used by it there, without filing the certificate prescribed in section 45-11-01, although it is fictitious or does not show the names of the persons interested as partners in such business. 45-11-03.1. Registration of general partner. A general partner must be registered separately with the secretary of state at the time of filing a fictitious name certificate whenever that general partner is either a domestic or foreign: 1. Corporation;

2. Limited liability company;

3. Limited partnership;

4. General partnership using a fictitious name;

or 5. Any other organization that has a registration responsibility with the secretary of state. 45-11-04. Penalty for unlawful use of fictitious name. Persons doing business as partners contrary to the provisions of section 45-11-01 may not maintain an action on, or an account of, any contracts made or transactions had in their partnership name in any court of this state until they have filed the certificate required by section 45-11-01. If such partners comply with such provisions at any time, they thereupon have the right to maintain an action on all such partnership contracts and transactions entered into prior to, as well as after, such compliance. 45-11-04.1. Renewal. A fictitious name certificate filed under this chapter must be renewed every five years from the date of the initial filing. The statement of renewal must be executed by the partnership on forms prescribed by the secretary of state. The statement must include the fictitious name of the partnership, the state or country of organization, the address of the principal place of business, a brief description of the nature of business in which the partnership is engaged in this state, the names and addresses of all general partners, and a statement that the partnership is still in existence and continues to transact business in this state. If the secretary of state finds that the statement conforms to the requirements of this section, and the filing fee of twenty-five dollars has been paid, the secretary of state shall file the statement. If the secretary of state finds that it does not so conform, the secretary of state shall promptly return the statement to the partnership for any necessary corrections, in which event, the fictitious name certificate is subject to cancellation if the statement is not returned corrected within thirty days after the statement was returned for corrections. If the statement of renewal reflects a change of member........