Chapter 59

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 authority to do so have refused to bring the action or if an effort to cause those general partners to bring the action is not likely to succeed…

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 the time of the transaction that is the subject of the complaint or (ii) the plaintiff's status as a partner must have devolved upon the partner by opera…

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 partner or the reasons for not making the effort. (1985 (Reg. Sess., 1986), c. 989, s. 2.)

(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 judgment, compromise, or settlement of any action or claim, the court may award the plaintiff reasonable expenses, including reasonable attorney's fees, and…

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 the partners or of the creditors of the partnership will be substantially affected by such discontinuance, dismissal, comp…

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. (1985 (Reg. Sess., 1986), c. 989, s. 2.) §

This Article may be cited as the Revised Uniform Limited Partnership Act. (1985 (Reg. Sess., 1986), c. 989, s. 2.)

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 the trade, investment, purpose, or activity is carried on for profit. (1a) "Business entity" means a domestic corporatio…

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. 989, s. 2; 1987, c. 531, s. 1; 1995, c. 539, s. 34; 2001-358, s. 32; 2001-387, ss. 122, 155, 172, 173, 175(a); 2001-413, s. 6.)

(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 is subject to service on the Secretary of State under that Article. (b) Limited partnerships formed prior to October 1, 1986, sh…

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 of the state or country governing the organization and internal affairs of the converting business entity; and (2) The convert…

(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 entity, and the state or country whose laws govern its organization and internal affairs; (2) The name of the resulting d…

(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 be delivered to the Secretary of State for filing. In addition to the matters required or permitted by G.S. 59-201, the certi…

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 partnership; (2) The title to all real estate and other property owned by the converting business entity continu…

(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 known mailing address of each partner set forth in alphabetical order; (2) A copy of the certificate of limited partnership and all certificates of amend…

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 governing the organization and internal affairs of such other business entity; and (2) The converting domestic limited partnership com…

(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 name of the resulting business entity into which the domestic limited partnership shall convert, its type of…

(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 shall deliver articles of conversion to the Secretary of State for filing. The articles of conversion shall sta…

(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 business entity; (2) The title to all real estate and other property owned by the converting domestic limited pa…

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.)

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 the laws of the state or country governing the organization and internal affairs of each other merging business entity; and …

(a) Each merging domestic limited partnership and each other merging business entity shall approve a written plan of merger containing all of the following: (1) For each merging business entity, its name, type of business entity, and the state or country whose laws govern its org…

(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. 59-1071, the surviving business entity shall deliver articles of merger to the Secretary of State for filing. The articles of merge…

(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 business entity except the surviving business entity ceases; (2) The title to all real estate and other property owned by…

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. 59-804 and other applicable law, has the same rights and obligations with respect thereto as a person who is not a partner. (…

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 Article among states enacting it. (1985 (Reg. Sess., 1986), c. 989, s. 2.)

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. 2.)

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 applications of the Article which can be given effect without the invalid provision or application, and to this end the provisions…

(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 Carolina General Statutes is hereby repealed subject to the following: (1) G.S. 59-501, 59-502, and 59-608 shall apply only to contributions and distribu…

(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 filing: Document Fee (1) Certificate of limited partnership which does not include an application for registration as a limited …

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 taxation under Article 4 of Chapter 105 of the General Statutes in accordance with their classification for federal income…

(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 State and set forth: (1) The name of the limited partnership. (2) The address, including county and city or town, and street and number, i…

(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 shall set forth: (1) The name of the limited partnership; (2) The date of filing of the certificate; and (3) The amendment to …

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 that there are no limited partners. A certificate of cancellation shall be filed in the office of the Secretary of State and set…

(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: (1) An original certificate of limited partnership must be signed by all general partners; (2) A certificate of amendment must be signed by…

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 refusal, may petition the court for the county in which the partnership's registered office is located to direct the execution of the certif…

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 Statutes. (1985 (Reg. Sess., 1986), c. 989, s. 2; 1987, c. 531, s. 5; 1991, c. 153, s. 2; 1995, c. 539, s. 35; 1997-485, ss. 17, 26; 1999-362, s. …

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 may recover damages for the loss from: (1) Any person who executes the certificate, or causes another to execute it …

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 a limited partnership and the persons designated therein as general partners are general partners, but it is not notice of any other fact. (1985…

(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 for a foreign limited partnership. (b) A certificate of existence or authorization sets forth: (1) The domestic limited partne…

(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 the limited liability limited partnership, which must satisfy the requirements of Article 3 of Chapter 55D of the General St…

(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) The formation of the limited partnership; or (2) The time provided for becoming a limited partner pursuant to and upon compliance with the part…

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 basis) upon any matter. (1985 (Reg. Sess., 1986), c. 989, s. 2; 1999-362, s. 17.)

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 for the obligations of a limited partnership by participating in the management or control of the business of the limited partnership. (198…

(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 the person has become a limited partner in the enterprise is not a general partner in the enterprise and is not bound by its obliga…

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) Obtain from the general partners from time to time upon reasonable demand (i) true and full information regarding the state of the business…

Articles 2 through 4A, inclusive, of this Chapter shall be known and may be cited as the North Carolina Uniform Partnership Act. (1941, c. 374, s. 1; 2000-140, s. 101(j); 2001-487, s. 20.)

As used in this Chapter, except as otherwise defined in Article 5 of this Chapter for purposes of that Article, the following definitions apply: (1) Act. - The North Carolina Uniform Partnership Act and refers to all provisions therein. (1a) Bankrupt. - Bankrupt under the Federal…

(a) A person has "knowledge" of a fact within the meaning of this Act not only when he has actual knowledge thereof, but also when he has knowledge of such other facts as in the circumstances show bad faith. (b) A person has "notice" of a fact within the meaning of this Act when …

(a) The rule that statutes in derogation of the common law are to be strictly construed shall have no application to this Act. (b) The law of estoppel shall apply under this Act. (c) The law of agency shall apply under this Act. (d) This Article shall be so interpreted and constr…