North Carolina General Statutes Chapter 59 Partnership

Article 1 - Uniform Limited Partnership Act.

N.C. Gen. Stat. § 59-1 through 59-30.1. Repealed by Session Laws 1985 (Regular Session, 1986), c. 989, s. 2

Article 2 - Uniform Partnership Act.

N.C. Gen. Stat. § 59-31. North Carolina Uniform Partnership Act
Articles 2 through 4A, inclusive, of this Chapter shall be known and may be cited as the North Carolina Uniform Partnership Act. (1941, c....
N.C. Gen. Stat. § 59-32. Definition of terms
As used in this Chapter, except as otherwise defined in Article 5 of this Chapter for purposes of that Article, unless the context otherwise...
N.C. Gen. Stat. § 59-33. Interpretation of knowledge and notice
(a) A person has "knowledge" of a fact within the meaning of this Act not only when he has actual knowledge thereof, but also...
N.C. Gen. Stat. § 59-34. Rules of construction
(a) The rule that statutes in derogation of the common law are to be strictly construed shall have no application to this Act. (b)...
N.C. Gen. Stat. § 59-35. Rules for cases not provided for in this Act
In any case not provided for in this Act, the rules of law and equity, including the law merchant, shall govern. (1941, c. 374,...
N.C. Gen. Stat. § 59-35.1. Filing of documents
(a) A document required or permitted by this Act to be filed by the Secretary of State must be filed under Chapter 55D of...
N.C. Gen. Stat. § 59-35.2. Filing, service, and copying fees
(a) The Secretary of State shall collect the following fees when the documents described in this subsection are submitted by a partnership to the...
N.C. Gen. Stat. § 59-36. Partnership defined
(a) A partnership is an association of two or more persons to carry on as co-owners a business for profit. (b) But any association...
N.C. Gen. Stat. § 59-37. Rules for determining the existence of a partnership
In determining whether a partnership exists, these rules shall apply: (1) Except as provided by G.S. 59-46 persons who are not partners as to...
N.C. Gen. Stat. § 59-38. Partnership property
(a) All property originally brought into the partnership stock or subsequently acquired by purchase or otherwise, on account of the partnership, is partnership property....
N.C. Gen. Stat. § 59-39. Partner agent of partnership as to partnership business
(a) Every partner is an agent of the partnership for the purpose of its business, and the act of every partner, including the execution...
N.C. Gen. Stat. § 59-39.1. Act, admission or acknowledgment by partner
After a cause of action has accrued on any obligation of a partnership, any act, admission or acknowledgment by any partner acting in the...
N.C. Gen. Stat. § 59-40. Conveyance of real property of the partnership
(a) Where title to real property is in the partnership name, any partner may convey title to such property by a conveyance executed in...
N.C. Gen. Stat. § 59-41. Partnership bound by admission of partner
An admission or representation made by any partner concerning partnership affairs within the scope of his authority as conferred by this Act is evidence...
N.C. Gen. Stat. § 59-42. Partnership charged with knowledge of or notice to partner
Notice to any partner of any matter relating to partnership affairs, and the knowledge of the partner acting in the particular matter, acquired while...
N.C. Gen. Stat. § 59-43. Partnership bound by partner's wrongful act
Where, by any wrongful act or omission of any partner acting in the ordinary course of the business of the partnership or with the...
N.C. Gen. Stat. § 59-44. Partnership bound by partner's breach of trust
The partnership is bound to make good the loss: (1) Where one partner acting within the scope of his apparent authority receives money or...
N.C. Gen. Stat. § 59-45. Nature of partner's liability in ordinary partnerships and in registered limited liability partnerships
(a) Except as provided by subsections (a1) and (b) of this section, all partners are jointly and severally liable for the acts and obligations...
N.C. Gen. Stat. § 59-46. Partner by estoppel
(a) When a person, by words spoken or written, by conduct, or by contract, represents himself, or consents to another representing him to anyone,...
N.C. Gen. Stat. § 59-47. Liability of incoming partner
A person admitted as a partner into an existing partnership is liable for all the obligations of the partnership arising before his admission as...
N.C. Gen. Stat. § 59-48. Rules determining rights and duties of partners
The rights and duties of the partners in relation to the partnership shall be determined, subject to any agreement between them, by the following...
N.C. Gen. Stat. § 59-49. Partnership books
The partnership books shall be kept, subject to any agreement between the partners, at the principal place of business of the partnership, and every...
N.C. Gen. Stat. § 59-50. Duty of partners to render information
Partners shall render on demand true and full information of all things affecting the partnership to any partner or the legal representative of any...
N.C. Gen. Stat. § 59-51. Partner accountable as a fiduciary
(a) Every partner must account to the partnership for any benefit, and hold as trustee for it any profits derived by him without the...
N.C. Gen. Stat. § 59-52. Right to an account
Any partner shall have the right to a formal account as to partnership affairs: (1) If he is wrongfully excluded from the partnership business...
N.C. Gen. Stat. § 59-53. Continuation of partnership beyond fixed term
(a) When a partnership for a fixed term or particular undertaking is continued after the termination of such term or particular undertaking without any...
N.C. Gen. Stat. § 59-54. Extent of property rights of a partner
The property rights of a partner are: (1) His right in specific partnership property, (2) His interest in the partnership, and (3) His right...
N.C. Gen. Stat. § 59-55. Nature of a partner's right in specific partnership property
(a) A partner is co-owner with his partners of specific partnership property holding as a tenant in partnership. (b) The incidents of this tenancy...
N.C. Gen. Stat. § 59-56. Nature of partner's interest in the partnership
A partner's interest in the partnership is his share of the profits and surplus, and the same is personal property. (1941, c. 374, s.
N.C. Gen. Stat. § 59-57. Assignment of partner's interest
(a) A conveyance by a partner of his interest in the partnership does not of itself dissolve the partnership, nor, as against the other...
N.C. Gen. Stat. § 59-58. Partner's interest subject to charging order
(a) On due application to a competent court by any judgment creditor of a partner, the court which entered the judgment, order or decree,...
N.C. Gen. Stat. § 59-59. Dissolution defined
The dissolution of a partnership is the change in the relation of the partners caused by any partner ceasing to be associated in the...
N.C. Gen. Stat. § 59-60. Partnership not terminated by dissolution
On dissolution the partnership is not terminated, but continues until the winding up of partnership affairs is completed. (1941, c. 374, s. 30.)
N.C. Gen. Stat. § 59-61. Causes of dissolution
Dissolution is caused: (1) Without violation of the agreement between the partners, a. By the termination of the definite term or particular undertaking specified...
N.C. Gen. Stat. § 59-62. Dissolution by decree of court
(a) On application by or for a partner the court shall decree a dissolution whenever: (1) A partner has been adjudicated incompetent or is...
N.C. Gen. Stat. § 59-63. General effect of dissolution on authority of partner
Except so far as may be necessary to wind up partnership affairs or to complete transactions begun but not then finished, dissolution terminates all...
N.C. Gen. Stat. § 59-64. Right of partner to contribution from copartners after dissolution
Where the dissolution is caused by the act, death or bankruptcy of a partner, each partner is liable to his copartners for his share...
N.C. Gen. Stat. § 59-65. Power of partner to bind partnership to third persons after dissolution; publication of notice of dissolution
(a) After dissolution a partner can bind the partnership except as provided in subsection (c) (1) By any act appropriate for winding up partnership...
N.C. Gen. Stat. § 59-66. Effect of dissolution on partner's existing liability
(a) The dissolution of the partnership does not of itself discharge the existing liability of any partner. (b) A partner is discharged from any...
N.C. Gen. Stat. § 59-67. Right to wind up
Unless otherwise agreed the partners who have not wrongfully dissolved the partnership or the legal representative of the last surviving partner, not bankrupt, has...
N.C. Gen. Stat. § 59-68. Rights of partners to application of partnership property
(a) When dissolution is caused in any way, except in contravention of the partnership agreement, each partner, as against his copartners and all persons...
N.C. Gen. Stat. § 59-69. Rights where partnership is dissolved for fraud or misrepresentation
Where partnership contract is rescinded on the ground of the fraud or misrepresentation of one of the parties thereto, the party entitled to rescind...
N.C. Gen. Stat. § 59-70. Rules for distribution
In settling accounts between the partners after dissolution, the following rules shall be observed, subject to any agreement to the contrary: (1) The assets...
N.C. Gen. Stat. § 59-71. Liability of persons continuing the business in certain cases
(a) When any new partner is admitted into an existing partnership, or when any partner retires and assigns (or the representative of the deceased...
N.C. Gen. Stat. § 59-72. Rights of retiring partner or estate of deceased partner when the business is continued
When any partner retires or dies, and the business is continued under any of the conditions set forth in G.S. 59-71, subsections (a), (b),...
N.C. Gen. Stat. § 59-73. Accrual of actions
The right to an account of his interest shall accrue to any partner, or his legal representative, as against the winding up partners or...

Article 2A - Conversion and Merger.

N.C. Gen. Stat. § 59-73.1. Definitions
As used in this Article: (1) "Business entity" means a domestic corporation (including a professional corporation as defined in G.S. 55B-2), a foreign corporation...
N.C. Gen. Stat. § 59-73.2. Recodified as � 59-73.20 by Session Laws 2001-387, s. 105(b)
N.C. Gen. Stat. § 59-73.3. Recodified as � 59-73.30 by Session Laws 2001-387, s. 105(b)
N.C. Gen. Stat. § 59-73.4. Recodified as � 59-73.31 by Session Laws 2001-387, s. 105(b)
N.C. Gen. Stat. § 59-73.5. Recodified as � 59-73.32 by Session Laws 2001-387, s. 105(b)
N.C. Gen. Stat. § 59-73.6. Recodified as � 59-73.33 by Session Laws 2001-387, s. 105(b)
N.C. Gen. Stat. § 59-73.7. Recodified as � 59-35.1 by Session Laws 2001-358, s. 9
N.C. Gen. Stat. § 59-73.8. Reserved for future codification purposes
N.C. Gen. Stat. § 59-73.9. Reserved for future codification purposes
N.C. Gen. Stat. § 59-73.10. Conversion
A business entity other than a domestic partnership may convert to a domestic partnership if: (1) The conversion is permitted by the laws of...
N.C. Gen. Stat. § 59-73.11. Plan of conversion
(a) The converting business entity shall approve a written plan of conversion containing: (1) The name of the converting business entity, its type of...
N.C. Gen. Stat. § 59-73.12. Filing of articles of conversion by converting business entity
(a) After a plan of conversion has been approved by the converting business entity as provided in G.S. 59-73.11, the converting business entity shall...
N.C. Gen. Stat. § 59-73.13. Effects of conversion
(a) When the conversion takes effect: (1) The converting business entity ceases its prior form of organization and continues in existence as the resulting...
N.C. Gen. Stat. § 59-73.14 through 59-73.19. Reserved for future codification purposes
N.C. Gen. Stat. § 59-73.20. Conversion
A domestic partnership may convert to a different business entity if: (1) The conversion is permitted by the laws of the state or country...
N.C. Gen. Stat. § 59-73.21. Plan of conversion
(a) The converting domestic partnership shall approve a written plan of conversion containing: (1) The name of the converting domestic partnership; (2) The name...
N.C. Gen. Stat. § 59-73.22. Articles of conversion
(a) After a plan of conversion has been approved by the converting domestic partnership as provided in G.S. 59-73.21, the converting domestic partnership shall...
N.C. Gen. Stat. § 59-73.23. Effects of conversion
(a) When the conversion takes effect: (1) The converting domestic partnership ceases its prior form of organization and continues in existence as the resulting...
N.C. Gen. Stat. § 59-73.24 through 59-73.29. Reserved for future codification purposes
N.C. Gen. Stat. § 59-73.30. Merger
A domestic partnership may merge with one or more other domestic partnerships or other business entities if: (1) The merger is permitted by laws...
N.C. Gen. Stat. § 59-73.31. Plan of merger
(a) Each merging domestic partnership and each other merging business entity shall approve a written plan of merger containing: (1) For each merging business...
N.C. Gen. Stat. § 59-73.32. Articles of merger
(a) After a plan of merger has been approved by each merging domestic partnership and each other merging business entity as provided in G.S....
N.C. Gen. Stat. § 59-73.33. Effects of merger
(a) When a merger takes effect: (1) Each other merging business entity merges into the surviving business entity, and the separate existence of each...

Article 3 - Surviving Partners.

N.C. Gen. Stat. § 59-74. Surviving partner to give bond
Upon the death of any member of a partnership, the surviving partner shall, within 30 days, execute before the clerk of the superior court...
N.C. Gen. Stat. § 59-75. Effect of failure to give bond
Upon the failure of the surviving partner to execute the bond provided for in G.S. 59-74, the clerk of the superior court shall, upon...
N.C. Gen. Stat. § 59-76. Surviving partner and personal representative to make inventory
When a member of any partnership dies the surviving partner, within 60 days after the death of the deceased partner, together with the personal...
N.C. Gen. Stat. § 59-77. When personal representative may take inventory; receiver
If the surviving partner should neglect or refuse to have such inventory made, the personal representative of the deceased partner may have the same...
N.C. Gen. Stat. § 59-78. Notice to creditors
Every surviving partner, within 30 days after the death of the deceased partner, shall notify all persons having claims against the partnership which were...
N.C. Gen. Stat. § 59-79. Debts paid pro rata; liens
All debts and demands against a copartnership, where one partner has died, shall be paid pro rata, except debts which are a specific lien...
N.C. Gen. Stat. § 59-80. Effect of failure to present claim in six months
In an action brought on a claim which was not presented within six months from the first publication of the general notice to creditors,...
N.C. Gen. Stat. § 59-81. Procedure for purchase by surviving partner
(a) Appraisal of Property. - The surviving partner may, if he so desire, make application to the clerk of the superior court of the...
N.C. Gen. Stat. § 59-82. Surviving partner to account and settle
In case the surviving partner shall not avail himself of the privilege of purchasing the interest of the deceased partner, he shall, within six...
N.C. Gen. Stat. § 59-83. Accounting compelled
In case any surviving partner fails to come to a settlement with the executor or administrator of the deceased partner within the time prescribed...
N.C. Gen. Stat. § 59-84. Settlement otherwise provided for
When the original articles of partnership in force at the death of any partner or the will of a deceased partner make provision for...

Article 3A - Miscellaneous Provisions.

N.C. Gen. Stat. § 59-84.1. Partnership to comply with "assumed name" statute; income taxation
(a) Every partnership other than a limited partnership shall comply with, and be subject to, the provisions of Articles 14 and 15 of Chapter...

Article 3B - Registered Limited Liability Partnerships.

N.C. Gen. Stat. § 59-84.2. Registered limited liability partnerships
(a) A partnership whose internal affairs are governed by the laws of this State, other than a limited partnership, may become a registered limited...
N.C. Gen. Stat. § 59-84.3. Name of registered limited liability partnerships
A registered limited liability partnership's name must meet the requirements of G.S. 55D-20 and G.S. 55D-21. (1993, c. 354, s. 5; 1999-362, ss. 6,...
N.C. Gen. Stat. § 59-84.4. Annual report for Secretary of State
(a) Each registered limited liability partnership and each foreign limited liability partnership authorized to transact business in this State shall deliver to the Secretary...

Article 4 - Business under Assumed Name Regulated.

N.C. Gen. Stat. § 59-85 through 59-88. Transferred to �� 66-68 to 66-71 by Session Laws 1951, c. 381, s. 7
N.C. Gen. Stat. § 59-89. Transferred to � 66-72 by Session Laws 1951, c. 381, s. 8

Article 4A - Foreign Limited Liability Partnerships.

N.C. Gen. Stat. § 59-90. Law governing foreign limited liability partnership
(a) The law of the state or jurisdiction under which a foreign limited liability partnership is formed governs relations among the partners and between...
N.C. Gen. Stat. § 59-91. Statement of foreign registration
(a) Before transacting business in this State, a foreign limited liability partnership must file an application for registration as a foreign limited liability partnership....
N.C. Gen. Stat. § 59-92. Effect of failure to register
(a) A foreign limited liability partnership transacting business in this State may not maintain an action or proceeding in this State unless it has...
N.C. Gen. Stat. § 59-93. Activities not constituting transacting business
(a) Without excluding other activities that may not constitute transacting business in this State, a foreign limited liability partnership shall not be considered to...
N.C. Gen. Stat. § 59-94. Action by Attorney General
The Attorney General may maintain an action to restrain a foreign limited liability partnership from transacting business in this State in violation of this...
N.C. Gen. Stat. § 59-95 through 59-100. Reserved for future codification purposes

Article 5 - Revised Uniform Limited Partnership Act.

N.C. Gen. Stat. § 59-101. Short title
This Article may be cited as the Revised Uniform Limited Partnership Act. (1985 (Reg. Sess., 1986), c. 989, s. 2.)
N.C. Gen. Stat. § 59-102. Definitions
As used in this Article, unless the context otherwise requires: (1) "Business" means any lawful trade, investment, or other purpose or activity, whether or...
N.C. Gen. Stat. § 59-103. Name
The name of the limited partnership must meet any requirements of Article 3 of Chapter 55D of the General Statutes. (1985 (Reg. Sess., 1986),...
N.C. Gen. Stat. § 59-104. Repealed by Session Laws 2001-358, s. 33
N.C. Gen. Stat. § 59-105. Registered office and registered agent
(a) Each limited partnership must maintain a registered office and registered agent as required by Article 4 of Chapter 55D of the General Statutes...
N.C. Gen. Stat. § 59-106. Records to be kept
(a) Each limited partnership shall keep in this State at an office in this State: (1) A current list of the full name and...
N.C. Gen. Stat. § 59-107. Nature of business
A limited partnership may be formed for and carry on any lawful business. (1985 (Reg. Sess., 1986), c. 989, s. 2; 1999-362, s. 13.)
N.C. Gen. Stat. § 59-108. Business transactions of partner with the partnership
Except as provided in the partnership agreement, a partner may lend money to and transact other business with the limited partnership and, subject to...
N.C. Gen. Stat. § 59-109 through 59-200. Reserved for future codification purposes
N.C. Gen. Stat. § 59-201. Certificate of limited partnership
(a) In order to form a limited partnership, a certificate of limited partnership must be executed and filed in the office of the Secretary...
N.C. Gen. Stat. § 59-202. Amendment to certificate
(a) A certificate of limited partnership is amended by filing a certificate of amendment thereto in the office of the Secretary of State. The...
N.C. Gen. Stat. § 59-203. Cancellation of certificate
A certificate of limited partnership shall be cancelled upon the dissolution and the commencement of winding up of the partnership or at any other...
N.C. Gen. Stat. § 59-204. Execution of documents
(a) Each certificate required by this Article to be filed in the office of the Secretary of State shall be executed in the following...
N.C. Gen. Stat. § 59-205. Execution by judicial act
If a person fails or refuses to execute a certificate pursuant to G.S. 59-204, any other person who is adversely affected by the failure...
N.C. Gen. Stat. § 59-206. Filing requirements
A document required or permitted by this Article to be filed by the Secretary of State must be filed under Chapter 55D of the...
N.C. Gen. Stat. § 59-206.1 through 59-206.2. Repealed by Session Laws 2001-358, s. 10(e), effective January 1, 2002
N.C. Gen. Stat. § 59-207. Liability for false statement in certificate
If any certificate of limited partnership or certificate of amendment or cancellation contains a false statement, one who suffers loss by reliance on the...
N.C. Gen. Stat. § 59-208. Notice
The fact that a certificate of limited partnership is on file in the office of the Secretary of State is notice that the partnership...
N.C. Gen. Stat. § 59-209. Certificate of existence
(a) Anyone may apply to the Secretary of State to furnish a certificate of existence for a domestic limited partnership or a certificate of...
N.C. Gen. Stat. § 59-210. Limited liability limited partnerships
(a) To become a limited liability limited partnership, a limited partnership shall file with the Secretary of State an application stating: (1) The name...
N.C. Gen. Stat. § 59-211 through 59-300. Reserved for future codification purposes
N.C. Gen. Stat. § 59-301. Admission of limited partners
(a) In connection with the formation of a limited partnership, a person is admitted as a limited partner upon the later to occur of:...
N.C. Gen. Stat. § 59-302. Voting
The partnership agreement may grant to all or a specified group of the limited partners the right to vote (on a per capita or...
N.C. Gen. Stat. § 59-303. Liability to third parties
A limited partner is not liable for the obligations of a limited partnership by reason of being a limited partner and does not become...
N.C. Gen. Stat. § 59-304. Person erroneously believing himself limited partner
(a) Except as provided in subsection (b), a person who makes a contribution to a business enterprise and erroneously but in good faith believes...
N.C. Gen. Stat. § 59-305. Information
Each limited partner has the right to: (1) Inspect and copy any of the partnership records required to be maintained by G.S. 59-106; and...
N.C. Gen. Stat. § 59-306 through 59-400. Reserved for future codification purposes
N.C. Gen. Stat. § 59-401. Admission of additional general partners
Unless otherwise provided in the partnership agreement, after the filing of a limited partnership's original certificate of limited partnership, additional general partners may be...
N.C. Gen. Stat. § 59-402. Events of withdrawal
Except as approved by the specific written consent of all partners at the time, a person ceases to be a general partner of a...
N.C. Gen. Stat. § 59-403. General powers and liabilities
(a) Except as provided in this Article or in the partnership agreement, a general partner of a limited partnership has the rights and powers...
N.C. Gen. Stat. § 59-404. Contributions by a general partner
A general partner of a limited partnership may make contributions to the partnership and share in the profits and losses of, and in distributions...
N.C. Gen. Stat. § 59-405. Voting
The partnership agreement may grant to all or certain identified general partners the right to vote (on a per capita or any other basis),...
N.C. Gen. Stat. § 59-406 through 59-500. Reserved for future codification purposes
N.C. Gen. Stat. § 59-501. Form of contribution
The contribution of a partner may be in cash, property, or services rendered, or a promissory note or other obligation to contribute cash or...
N.C. Gen. Stat. § 59-502. Liability for contributions
(a) Except as provided in the partnership agreement, a partner is obligated to the limited partnership to perform any enforceable promise to contribute cash...
N.C. Gen. Stat. § 59-503. Sharing income, gain, loss, deduction or credit
Income, gain, loss, deduction or credit of a limited partnership shall be allocated among the partners, and among classes of partners, in the manner...
N.C. Gen. Stat. § 59-504. Sharing of distributions
Distributions of cash or other assets of a limited partnership shall be made among the partners, and among classes of partners, in the manner...
N.C. Gen. Stat. § 59-505 through 59-600. Reserved for future codification purposes
N.C. Gen. Stat. § 59-601. Interim distributions
Except as provided in this Article, a partner is entitled to receive distributions from a limited partnership before his withdrawal from the limited partnership...
N.C. Gen. Stat. § 59-602. Withdrawal of general partner
After filing of the original certificate of limited partnership, a general partner may withdraw from a limited partnership at any time by giving written...
N.C. Gen. Stat. § 59-603. Withdrawal of limited partner
A limited partner may withdraw from a limited partnership only at the time or upon the happening of events specified in writing in and...
N.C. Gen. Stat. § 59-604. Distribution upon withdrawal
Except as provided in this Article, upon withdrawal any withdrawing partner is entitled to receive any distribution to which the partner is entitled under...
N.C. Gen. Stat. § 59-605. Distribution in kind
Except as provided in writing in the limited partnership agreement, (1) a partner, regardless of the nature of his contribution, has no right to...
N.C. Gen. Stat. § 59-606. Right to distribution
Subject to the other provisions of Part 6 of this Article, at the time a partner becomes entitled to receive a distribution, the partner...
N.C. Gen. Stat. § 59-607. Limitations on distribution
A partner shall not receive a distribution from a limited partnership to the extent that, after giving effect to the distribution, all liabilities of...
N.C. Gen. Stat. § 59-608. Liability upon return of contribution
(a) If a partner has received the return of any part of his contribution without violation of the partnership agreement or this Article, he...
N.C. Gen. Stat. § 59-609 through 59-700. Reserved for future codification purposes
N.C. Gen. Stat. § 59-701. Nature of partnership interest
A partnership interest is personal property. (1985 (Reg. Sess., 1986), c. 989, s. 2.)
N.C. Gen. Stat. § 59-702. Assignment of partnership interest
Except as provided in the partnership agreement, a partnership interest is assignable in whole or in part. Subject to G.S. 59-801(3) an assignment of...
N.C. Gen. Stat. § 59-703. Rights of creditor
On application to a court of competent jurisdiction by any judgment creditor of a partner, the court may charge the partnership interest of the...
N.C. Gen. Stat. § 59-704. Right of assignee to become limited partner
(a) An assignee of a partnership interest, including an assignee of a general partner, may become a limited partner if and to the extent...
N.C. Gen. Stat. § 59-705. Power of estate of deceased or incompetent partner
If a partner who is an individual dies or a court of competent jurisdiction adjudges him to be incompetent to manage his person or...
N.C. Gen. Stat. § 59-706 through 59-800. Reserved for future codification purposes
N.C. Gen. Stat. § 59-801. Nonjudicial dissolution
(a) A limited partnership is dissolved and its affairs shall be wound up upon the happening of the first to occur of the following:...
N.C. Gen. Stat. § 59-802. Judicial dissolution
On application by or for a partner the court may decree dissolution of a limited partnership whenever it is not reasonably practicable to carry...
N.C. Gen. Stat. § 59-803. Winding up
Except as provided in the partnership agreement, the general partners who have not wrongfully dissolved a limited partnership or, if none, the limited partners,...
N.C. Gen. Stat. § 59-804. Distribution of assets
Upon the winding up of a limited partnership, the assets shall be distributed as follows: (1) To creditors, including limited partners who are creditors,...
N.C. Gen. Stat. § 59-805 through 59-900. Reserved for future codification purposes
N.C. Gen. Stat. § 59-901. Law governing
Subject to the Constitution of this State, (i) the laws of the jurisdiction under which a foreign limited partnership is organized govern its organization...
N.C. Gen. Stat. § 59-902. Registration
(a) Before transacting business in this State, a foreign limited partnership shall procure a certificate of authority to transact business in this State from...
N.C. Gen. Stat. § 59-903. Issuance of registration
If the Secretary of State finds that an application satisfies the requirements of this Article, the Secretary shall, when all requisite fees have been...
N.C. Gen. Stat. § 59-904. Name
A foreign limited partnership may register with the Secretary of State under any name that meets the requirements of Article 3 of Chapter 55D...
N.C. Gen. Stat. § 59-905. Changes and amendments
If any statement in the application for registration of a foreign limited partnership was false when made or any arrangements or other facts described...
N.C. Gen. Stat. § 59-906. Cancellation of registration
A foreign limited partnership may cancel its registration by filing with the Secretary of State a certificate of cancellation signed by a general partner....
N.C. Gen. Stat. § 59-907. Transaction of business without registration
(a) No foreign limited partnership transacting business in this State without permission obtained through a certificate of authority under this Article shall be permitted...
N.C. Gen. Stat. § 59-908. Action by Attorney General
The Attorney General may bring an action to restrain a foreign limited partnership from transacting business in this State in violation of this Article....
N.C. Gen. Stat. § 59-909. Withdrawal of foreign limited partnership by reason of a merger, consolidation, or conversion
(a) Whenever a foreign limited partnership authorized to transact business in this State ceases its separate existence as a result of a statutory merger...
N.C. Gen. Stat. § 59-910 through 59-1000. Reserved for future codification purposes
N.C. Gen. Stat. § 59-1001. Right of action
A limited partner may bring an action in the right of a limited partnership to recover a judgment in its favor if general partners...
N.C. Gen. Stat. § 59-1002. Proper plaintiff
In a derivative action, the plaintiff must be a partner at the time of bringing the action and (i) must have been a partner...
N.C. Gen. Stat. § 59-1003. Pleading
In a derivative action, the complaint shall set forth with particularity the effort of the plaintiff to secure initiation of the action by a...
N.C. Gen. Stat. § 59-1004. Expenses
(a) If a derivative action is successful, in whole or in part, or if anything is received by the plaintiff as a result of...
N.C. Gen. Stat. § 59-1005. Dismissal of action
Such action shall not be discontinued, dismissed, compromised or settled without the approval of the court. If the court shall determine that the interest...
N.C. Gen. Stat. § 59-1006. Construction
The provisions of this Article shall not be construed to deprive a partner of whatever rights of action he may possess in his individual...
N.C. Gen. Stat. § 59-1007 through 59-1049. Reserved for future codification purposes
N.C. Gen. Stat. § 59-1050. Conversion
A business entity other than a domestic limited partnership may convert to a domestic limited partnership if: (1) The conversion is permitted by the...
N.C. Gen. Stat. § 59-1051. Plan of conversion
(a) The converting business entity shall approve a written plan of conversion containing: (1) The name of the converting business entity, its type of...
N.C. Gen. Stat. § 59-1052. Filing of certificate of limited partnership
(a) After a plan of conversion has been approved by the converting business entity as provided in G.S. 59-1051, a certificate of limited partnership...
N.C. Gen. Stat. § 59-1053. Effects of conversion
When the conversion takes effect: (1) The converting business entity ceases its prior form of organization and continues in existence as the resulting domestic...
N.C. Gen. Stat. § 59-1054. Recodified as � 59-1070 by Session Laws 2001-387, s. 143
N.C. Gen. Stat. § 59-1055. Recodified as � 59-1071 by Session Laws 2001-387, s. 143
N.C. Gen. Stat. § 59-1056. Recodified as � 59-1072 by Session Laws 2001-387, s. 143
N.C. Gen. Stat. § 59-1057. Recodified as � 59-1073 by Session Laws 2001-387, s. 143
N.C. Gen. Stat. § 59-1058. Reserved for future codification purposes
N.C. Gen. Stat. § 59-1059. Reserved for future codification purposes
N.C. Gen. Stat. § 59-1060. Conversion
A domestic limited partnership may convert to a different business entity if: (1) The conversion is permitted by the laws of the state or...
N.C. Gen. Stat. § 59-1061. Plan of conversion
(a) The converting domestic limited partnership shall approve a written plan of conversion containing: (1) The name of the converting domestic limited partnership; (2)...
N.C. Gen. Stat. § 59-1062. Articles of conversion
(a) After a plan of conversion has been approved by the converting domestic limited partnership as provided in G.S. 59-1061, the converting domestic limited...
N.C. Gen. Stat. § 59-1063. Effects of conversion
(a) When the conversion takes effect: (1) The converting domestic limited partnership ceases its prior form of organization and continues in existence as the...
N.C. Gen. Stat. § 59-1064 through 59-1069. Reserved for future codification purposes
N.C. Gen. Stat. § 59-1070. Merger
A domestic limited partnership may merge with one or more other domestic limited partnerships or other business entities if: (1) The merger is permitted...
N.C. Gen. Stat. § 59-1071. Plan of merger
(a) Each merging domestic limited partnership and each other merging business entity shall approve a written plan of merger containing: (1) For each merging...
N.C. Gen. Stat. § 59-1072. Articles of merger
(a) After a plan of merger has been approved by each merging domestic limited partnership and each other merging business entity as provided in...
N.C. Gen. Stat. § 59-1073. Effects of merger
(a) When the merger takes effect: (1) Each other merging business entity merges into the surviving business entity, and the separate existence of each...
N.C. Gen. Stat. § 59-1074 through 59-1100. Reserved for future codification purposes
N.C. Gen. Stat. § 59-1101. Construction and application
This Article shall be so applied and construed to effectuate its general purpose to make uniform the law with respect to the subject of...
N.C. Gen. Stat. § 59-1102. Rules for cases not provided for in this Article
In any case not provided for in this Article the provisions of Article 2 of this Chapter govern. (1985 (Reg. Sess., 1986), c. 989,...
N.C. Gen. Stat. § 59-1103. Severability
If any provision of this Article or its application to any person or circumstance is held invalid, the invalidity does not affect other provisions...
N.C. Gen. Stat. § 59-1104. Effective date and repeal
(a) Except as set forth below, the effective date of this Article is October 1, 1986, and Article 1 of Chapter 59 of the...
N.C. Gen. Stat. § 59-1105. Repealed by Session Laws 2001-387, s. 148, effective January 1, 2002
N.C. Gen. Stat. § 59-1106. Filing, service, and copying fees
(a) The Secretary of State shall collect the following fees when the documents described in this subsection are delivered to the Secretary of State...
N.C. Gen. Stat. § 59-1107. Income taxation
A limited partnership, a foreign limited partnership authorized to transact business in this State, and a partner of one of these partnerships are subject...

Last modified: March 23, 2014