North Carolina Statutes

Chapter 59 Partnership

Article 1 - Uniform Limited Partnership Act.

Article 2 - Uniform Partnership Act.

Article 2A - Conversion and Merger.

Article 3 - Surviving Partners.

  • § 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 of...
  • § 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 application...
  • § 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 representative...
  • § 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 made...
  • § 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 in...
  • § 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 on...
  • § 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, the...
  • § 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 county in...
  • § 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 months...
  • § 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 by...
  • § 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 the...

Article 3A - Miscellaneous Provisions.

Article 3B - Registered Limited Liability Partnerships.

  • § 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 liability...
  • § 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, 8;...
  • § 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 of...

Article 4 - Business under Assumed Name Regulated.

Article 4A - Foreign Limited Liability Partnerships.

  • § 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 the...
  • § 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. The...
  • § 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 in...
  • § 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 be...
  • § 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 Article....
  • § 59-95 through 59-100   Reserved for future codification purposes

Article 5 - Revised Uniform Limited Partnership Act.

  • § 59-101   Short title
    This Article may be cited as the Revised Uniform Limited Partnership Act. (1985 (Reg. Sess., 1986), c. 989, s. 2.)
  • § 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 not...
  • § 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), c....
  • § 59-104   Repealed by Session Laws 2001-358, s. 33
  • § 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 and...
  • § 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 last...
  • § 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.)
  • § 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 G.S....
  • § 59-109 through 59-200   Reserved for future codification purposes
  • § 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 of...
  • § 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 certificate...
  • § 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 time...
  • § 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 manner:...
  • § 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 or...
  • § 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 General...
  • § 59-206.1 through 59-206.2   Repealed by Session Laws 2001-358, s. 10(e), effective January 1, 2002
  • § 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 statement...
  • § 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 is...
  • § 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 authorization...
  • § 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 of...
  • § 59-211 through 59-300   Reserved for future codification purposes
  • § 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: (1)...
  • § 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 other...
  • § 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 liable...
  • § 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 that...
  • § 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 (2)...
  • § 59-306 through 59-400   Reserved for future codification purposes
  • § 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 admitted...
  • § 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 limited...
  • § 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 and...
  • § 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 from,...
  • § 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), separately...
  • § 59-406 through 59-500   Reserved for future codification purposes
  • § 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 property...
  • § 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 or...
  • § 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 provided...
  • § 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 provided...
  • § 59-505 through 59-600   Reserved for future codification purposes
  • § 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 and...
  • § 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 notice...
  • § 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 in...
  • § 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 the...
  • § 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 demand...
  • § 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 has...
  • § 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 the...
  • § 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 is...
  • § 59-609 through 59-700   Reserved for future codification purposes
  • § 59-701   Nature of partnership interest
    A partnership interest is personal property. (1985 (Reg. Sess., 1986), c. 989, s. 2.)
  • § 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 a...
  • § 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 partner...
  • § 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 that...
  • § 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 his...
  • § 59-706 through 59-800   Reserved for future codification purposes
  • § 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: (1)...
  • § 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 on...
  • § 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, may...
  • § 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, to...
  • § 59-805 through 59-900   Reserved for future codification purposes
  • § 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 and...
  • § 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 the...
  • § 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 tendered...
  • § 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 of...
  • § 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 have...
  • § 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. A...
  • § 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 to...
  • § 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. (1985...
  • § 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 or...
  • § 59-910 through 59-1000   Reserved for future codification purposes
  • § 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 with...
  • § 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 at...
  • § 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 general...
  • § 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 a...
  • § 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 of...
  • § 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 capacity....
  • § 59-1007 through 59-1049   Reserved for future codification purposes
  • § 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 laws...
  • § 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 business...
  • § 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 shall...
  • § 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 limited...
  • § 59-1054   Recodified as 59-1070 by Session Laws 2001-387, s. 143
  • § 59-1055   Recodified as 59-1071 by Session Laws 2001-387, s. 143
  • § 59-1056   Recodified as 59-1072 by Session Laws 2001-387, s. 143
  • § 59-1057   Recodified as 59-1073 by Session Laws 2001-387, s. 143
  • § 59-1058   Reserved for future codification purposes
  • § 59-1059   Reserved for future codification purposes
  • § 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 country...
  • § 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) The...
  • § 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 partnership...
  • § 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 resulting...
  • § 59-1064 through 59-1069   Reserved for future codification purposes
  • § 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 by...
  • § 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 business...
  • § 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 G.S....
  • § 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 merging...
  • § 59-1074 through 59-1100   Reserved for future codification purposes
  • § 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 this...
  • § 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, s.
  • § 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 or...
  • § 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 North...
  • § 59-1105   Repealed by Session Laws 2001-387, s. 148, effective January 1, 2002
  • § 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 for...
  • § 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 to...