reglab/housing_qa huggingface dataset:
NC Gen Stat § 59-907 (2021)
2021 North Carolina General Statutes|Chapter 59 - Partnership|Article 5 - Revised Uniform Limited Partnership Act.|§ 59-907 - Transaction of business without registration.

  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 maintain any action or proceeding in any court of this State unless such foreign limited partnership shall have obtained a certificate of authority prior to trial.(b) The failure of a foreign limited partnership to obtain a certificate of authority to transact business in this State shall not impair the validity of any contract or act of the foreign limited partnership and shall not prevent the foreign limited partnership from defending any action or proceeding in any court of this State.(c) A foreign limited partnership failing to obtain permission to transact business in this State as required by this Article or by prior statutes then applicable shall be liable to the State for the years or parts thereof during which it transacted business in this State without such permission in an amount equal to all fees and taxes which would have been imposed by law upon such foreign limited partnership had it duly applied for and received such permission plus interest and all penalties imposed by law for failure to pay such fees and taxes, plus five hundred dollars ($500.00) and costs. The Attorney General shall bring actions to recover all amounts due the State under the provisions of this section.(d) The Secretary of State is hereby directed to require that every foreign limited partnership transacting business in this State comply with the provisions of this Article. The Secretary of State is authorized to employ such assistants as shall be deemed necessary in his office for the purpose of enforcing the provisions of this Article and for making such investigations as shall be necessary to ascertain foreign limited partnerships now transacting business in this State which may have failed to comply with the provisions of this Article.(e) A limited partner of a foreign limited partnership is not liable as a general partner of the foreign limited partnership solely by reason of the foreign limited partnership's having transacted business in this State without registration.(f) A foreign limited partnership, by transacting business in this State without registration, appoints the Secretary of State as its agent for service of process with respect to causes of action arising out of the transaction of business in this State. (1985 (Reg. Sess., 1986), c. 989, s. 2; 1999-362, s. 36; 2000-140, s. 101(r).)
NC Gen Stat § 59-908 (2021)
2021 North Carolina General Statutes|Chapter 59 - Partnership|Article 5 - Revised Uniform Limited Partnership Act.|§ 59-908 - Action by Attorney General.

 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 (Reg. Sess., 1986), c. 989, s. 2.)
NC Gen Stat § 59-1001 (2021)
2021 North Carolina General Statutes|Chapter 59 - Partnership|Article 5 - Revised Uniform Limited Partnership Act.|§ 59-1001 - Right of action.

 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 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. (1985 (Reg. Sess., 1986), c. 989, s. 2.)
NC Gen Stat § 59-1002 (2021)
2021 North Carolina General Statutes|Chapter 59 - Partnership|Article 5 - Revised Uniform Limited Partnership Act.|§ 59-1002 - Proper plaintiff.

 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 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 operation of law or pursuant to the terms of the partnership agreement from a person who was a partner at the time of the transaction. (1985 (Reg. Sess., 1986), c. 989, s. 2; 1999-362, s. 37.)
NC Gen Stat § 59-1003 (2021)
2021 North Carolina General Statutes|Chapter 59 - Partnership|Article 5 - Revised Uniform Limited Partnership Act.|§ 59-1003 - Pleading.

 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 partner or the reasons for not making the effort. (1985 (Reg. Sess., 1986), c. 989, s. 2.)
NC Gen Stat § 59-1004 (2021)
2021 North Carolina General Statutes|Chapter 59 - Partnership|Article 5 - Revised Uniform Limited Partnership Act.|§ 59-1004 - Expenses.

 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 judgment, compromise, or settlement of any action or claim, the court may award the plaintiff reasonable expenses, including reasonable attorney's fees, and shall direct him to remit to the limited partnership the remainder of those proceeds received by him.(b) In any such action, the court, upon final judgment and a finding that the action was brought without reasonable cause, may require the plaintiff or plaintiffs to pay to the defendant or defendants the reasonable expenses, including attorneys' fees, incurred by them in defense of the action. (1985 (Reg. Sess., 1986), c. 989, s. 2.)
NC Gen Stat § 59-1005 (2021)
2021 North Carolina General Statutes|Chapter 59 - Partnership|Article 5 - Revised Uniform Limited Partnership Act.|§ 59-1005 - Dismissal of action.

 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 the partners or of the creditors of the partnership will be substantially affected by such discontinuance, dismissal, compromise, or settlement, the court, in its discretion, may direct that notice, by publication or otherwise, shall be given to such partners or creditors whose interest it determines will be so affected. If notice is so directed to be given, the court may determine which one or more of the parties to the action shall bear the expense of giving the same, in such amount as the court shall be awarded as costs of the action. (1985 (Reg. Sess., 1986), c. 989, s. 2.)
NC Gen Stat § 59-1006 (2021)
2021 North Carolina General Statutes|Chapter 59 - Partnership|Article 5 - Revised Uniform Limited Partnership Act.|§ 59-1006 - Construction.

 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. (1985 (Reg. Sess., 1986), c. 989, s. 2.)
NC Gen Stat § 59-1050 (2021)
2021 North Carolina General Statutes|Chapter 59 - Partnership|Article 5 - Revised Uniform Limited Partnership Act.|§ 59-1050 - Conversion.

 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 of the state or country governing the organization and internal affairs of the converting business entity; and(2) The converting business entity complies with the requirements of this part and, to the extent applicable, the laws referred to in subdivision (1) of this section. (1999-369, s. 4.8; 2001-387, s. 139.)
NC Gen Stat § 59-1051 (2021)
2021 North Carolina General Statutes|Chapter 59 - Partnership|Article 5 - Revised Uniform Limited Partnership Act.|§ 59-1051 - Plan of conversion.

 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 entity, and the state or country whose laws govern its organization and internal affairs;(2) The name of the resulting domestic limited partnership into which the converting business entity shall convert;(3) The terms and conditions of the conversion; and(4) The manner and basis for converting the interests in the converting business entity into interests, obligations, or securities of the resulting domestic limited partnership or into cash or other property in whole or in part.(a1) The plan of conversion may contain other provisions relating to the conversion.(a2) The provisions of the plan of conversion, other than the provisions required by subdivisions (1) and (2) of subsection (a) of this section, may be made dependent on facts objectively ascertainable outside the plan of conversion if the plan of conversion sets forth the manner in which the facts will operate upon the affected provisions. The facts may include any of the following:(1) Statistical or market indices, market prices of any security or group of securities, interest rates, currency exchange rates, or similar economic or financial data.(2) A determination or action by the converting business entity or by any other person, group, or body.(3) The terms of, or actions taken under, an agreement to which the converting business entity is a party, or any other agreement or document.(b) The plan of conversion shall be approved in accordance with the laws of the state or country governing the organization and internal affairs of the converting business entity.(c) After a plan of conversion has been approved as provided in subsection (b) of this section, but before a certificate of limited partnership for the resulting domestic limited partnership becomes effective, the plan of conversion may be amended or abandoned to the extent permitted by the laws that govern the organization and internal affairs of the converting business entity. (1999-369, s. 4.8; 2001-387, s. 140; 2005-268, s. 56.)
NC Gen Stat § 59-1052 (2021)
2021 North Carolina General Statutes|Chapter 59 - Partnership|Article 5 - Revised Uniform Limited Partnership Act.|§ 59-1052 - Filing of certificate of limited partnership.

 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 be delivered to the Secretary of State for filing. In addition to the matters required or permitted by G.S. 59-201, the certificate of limited partnership shall contain articles of conversion stating:(1) That the domestic limited partnership is being formed pursuant to a conversion of another business entity;(2) 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; and(3) That a plan of conversion has been approved by the converting business entity in the manner required by law.If the plan of conversion is abandoned after the certificate of limited partnership has been filed with the Secretary of State but before the certificate of limited partnership becomes effective, an amendment withdrawing the certificate of limited partnership shall be delivered to the Secretary of State for filing prior to the time the articles of organization become effective.(b) The conversion takes effect when the certificate of limited partnership becomes effective.(c) Repealed by Session Laws 2001-387, s. 141.(d) Certificates of conversion shall also be registered as provided in G.S. 47-18.1. (1999-369, s. 4.8; 2001-387, s. 141; 2002-159, s. 34(b).)
NC Gen Stat § 59-1053 (2021)
2021 North Carolina General Statutes|Chapter 59 - Partnership|Article 5 - Revised Uniform Limited Partnership Act.|§ 59-1053 - Effects of conversion.

 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 partnership;(2) The title to all real estate and other property owned by the converting business entity continues vested in the resulting domestic limited partnership without reversion or impairment;(3) All liabilities of the converting business entity continue as liabilities of the resulting domestic limited partnership;(4) A proceeding pending by or against the converting business entity may be continued as if the conversion did not occur; and(5) The interests in the converting business entity that are to be converted into interests, obligations, or securities of the resulting domestic limited partnership or into the right to receive cash or other property are thereupon so converted, and the former holders of interests in the converting business entity are entitled only to the rights provided in the plan of conversion.The conversion shall not affect the liability or absence of liability of any holder of an interest in the converting business entity for any acts, omissions, or obligations of the converting business entity made or incurred prior to the effectiveness of the conversion. The cessation of the existence of the converting business entity in its prior form of organization in the conversion shall not constitute a dissolution or termination of the converting business entity. (1999-369, s. 4.8; 2000-140, s. 101(s).)
NC Gen Stat § 59-1054 (2021)
2021 North Carolina General Statutes|Chapter 59 - Partnership|Article 5 - Revised Uniform Limited Partnership Act.|§ 59-1054 - Recodified as § 59-1070 by Session Laws 2001-387, s. 143.

 59-1054: Recodified as 59-1070 by Session Laws 2001-387, s. 143.
NC Gen Stat § 59-1055 (2021)
2021 North Carolina General Statutes|Chapter 59 - Partnership|Article 5 - Revised Uniform Limited Partnership Act.|§ 59-1055 - Recodified as § 59-1071 by Session Laws 2001-387, s. 143.

 59-1055: Recodified as 59-1071 by Session Laws 2001-387, s. 143.
NC Gen Stat § 59-1056 (2021)
2021 North Carolina General Statutes|Chapter 59 - Partnership|Article 5 - Revised Uniform Limited Partnership Act.|§ 59-1056 - Recodified as § 59-1072 by Session Laws 2001-387, s. 143.

 59-1056: Recodified as 59-1072 by Session Laws 2001-387, s. 143.
NC Gen Stat § 59-1057 (2021)
2021 North Carolina General Statutes|Chapter 59 - Partnership|Article 5 - Revised Uniform Limited Partnership Act.|§ 59-1057 - Recodified as § 59-1073 by Session Laws 2001-387, s. 143.

 59-1057: Recodified as 59-1073 by Session Laws 2001-387, s. 143.
NC Gen Stat § 59-1060 (2021)
2021 North Carolina General Statutes|Chapter 59 - Partnership|Article 5 - Revised Uniform Limited Partnership Act.|§ 59-1060 - Conversion.

 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 governing the organization and internal affairs of such other business entity; and(2) The converting domestic limited partnership complies with the requirements of this Part and, to the extent applicable, the laws referred to in subdivision (1) of this section. (2001-387, s. 142.)
NC Gen Stat § 59-1062 (2021)
2021 North Carolina General Statutes|Chapter 59 - Partnership|Article 5 - Revised Uniform Limited Partnership Act.|§ 59-1062 - Articles of conversion.

 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 shall deliver articles of conversion to the Secretary of State for filing. The articles of conversion shall state:(1) The name of the converting domestic limited partnership;(2) The name of the resulting business entity, its type of business entity, the state or country whose laws govern its organization and internal affairs, and, if the resulting business entity is not authorized to transact business or conduct affairs in this State, a designation of its mailing address and a commitment to file with the Secretary of State a statement of any subsequent change in its mailing address; and(3) That a plan of conversion has been approved by the domestic limited partnership as required by law.(b) If the domestic limited partnership is converting to a business entity whose formation, or whose status as a registered limited liability partnership as defined in G.S. 59-32, requires the filing of a document with the Secretary of State, then, notwithstanding subsection (a) of this section, the articles of conversion shall be included as part of that document and shall contain the information required by the laws governing the organization and internal affairs of the resulting business entity.(c) If the plan of conversion is abandoned after the articles of conversion have been filed with the Secretary of State but before the articles of conversion become effective, the converting domestic limited partnership shall deliver to the Secretary of State for filing prior to the time the articles of conversion become effective an amendment of the articles of conversion withdrawing the articles of conversion.(d) The conversion takes effect when the articles of conversion become effective.(e) Certificates of conversion shall also be registered as provided in G.S. 47-18.1. (2001-387, s. 142; 2001-487, s. 62(bb).)
NC Gen Stat § 59-1070 (2021)
2021 North Carolina General Statutes|Chapter 59 - Partnership|Article 5 - Revised Uniform Limited Partnership Act.|§ 59-1070 - Merger.

 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 the laws of the state or country governing the organization and internal affairs of each other merging business entity; and(2) Each merging domestic limited partnership and each other merging business entity comply with the requirements of this Part, and, to the extent applicable, the laws referred to in subdivision (1) of this section. (1999-369, s. 4.8; 2001-387, ss. 143, 144.)
NC Gen Stat § 59-1072 (2021)
2021 North Carolina General Statutes|Chapter 59 - Partnership|Article 5 - Revised Uniform Limited Partnership Act.|§ 59-1072 - Articles of merger.

 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. 59-1071, the surviving business entity shall deliver articles of merger to the Secretary of State for filing. The articles of merger shall set forth:(1) Repealed by Session Laws 2005-268, s. 59, effective October 1, 2005.(2) For each merging business entity, its name, type of business entity, and the state or country whose laws govern its organization and internal affairs.(3) The name of the merging business entity that will survive the merger and, if the surviving business entity is not authorized to transact business or conduct affairs in this State, a designation of its mailing address and a commitment to file with the Secretary of State a statement of any subsequent change in its mailing address.(3a) If the surviving business entity is a domestic limited partnership, any amendment to its certificate of limited partnership as provided in the plan of merger.(4) A statement that the plan of merger has been approved by each merging business entity in the manner required by law.(5) Repealed by Session Laws 2005-268, s. 59, effective October 1, 2005.If the plan of merger is amended after the articles of merger have been filed but before the articles of merger become effective, and any statement in the articles of merger becomes incorrect as a result of the amendment, the surviving business entity promptly shall deliver to the Secretary of State for filing prior to the time the articles of merger become effective an amendment to the articles of merger correcting the incorrect statement. If the articles of merger are abandoned after the articles of merger are filed but before the articles of merger become effective, the surviving business entity shall deliver to the Secretary of State for filing prior to the time the articles of merger become effective an amendment reflecting abandonment of the plan of merger.(b) A merger takes effect when the articles of merger become effective.(c) Certificates of merger shall also be registered as provided in G.S. 47-18.1. (1999-369, s. 4.8; 2001-387, ss. 143, 146; 2001-487, s. 62(cc); 2005-268, s. 59.)
NC Gen Stat § 59-1101 (2021)
2021 North Carolina General Statutes|Chapter 59 - Partnership|Article 5 - Revised Uniform Limited Partnership Act.|§ 59-1101 - Construction and application.

 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 Article among states enacting it. (1985 (Reg. Sess., 1986), c. 989, s. 2.)
NC Gen Stat § 59-1102 (2021)
2021 North Carolina General Statutes|Chapter 59 - Partnership|Article 5 - Revised Uniform Limited Partnership Act.|§ 59-1102 - Rules for cases not provided for in this Article.

 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. 2.)
NC Gen Stat § 59-1103 (2021)
2021 North Carolina General Statutes|Chapter 59 - Partnership|Article 5 - Revised Uniform Limited Partnership Act.|§ 59-1103 - Severability.

 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 applications of the Article which can be given effect without the invalid provision or application, and to this end the provisions of this Article are severable. (1985 (Reg. Sess., 1986), c. 989, s. 2.)
NC Gen Stat § 59-1104 (2021)
2021 North Carolina General Statutes|Chapter 59 - Partnership|Article 5 - Revised Uniform Limited Partnership Act.|§ 59-1104 - Effective date and repeal.

 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 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 distributions made after the effective date;(2) G.S. 59-704 applies only to assignments made after the effective date;(3) G.S. 59-804 shall not be construed so as to change the priority of creditors for transactions entered into prior to the effective date;(4) Unless agreed otherwise by the partners, the applicable provisions of existing law governing allocation of profits and losses (rather than the provisions of G.S. 59-503), distribution to a withdrawing partner (rather than the provisions of G.S. 59-604), and the distribution of assets upon the winding up of a limited partnership (rather than the provisions of G.S. 59-804) shall govern limited partnerships formed before the effective date of this Article herein.[;](5) The repeal of any prior statutory provision by this Article shall not impair, or otherwise affect, the organization or continued existence of a limited partnership existing at the effective date of this Article, nor shall the repeal by this Article of any such prior provision be construed so as to impair any contract or to affect any right accrued prior to the effective date of this Article; but such limited partnerships shall be subject to the procedural and other requirements of this Article except as otherwise specified in G.S. 59-1104(a). Provided, that failure to comply with the requirements of this Article by such limited partnerships shall not cause loss of limited liability.(b) Any foreign limited partnership formed under the laws of another jurisdiction doing business in this State prior to the effective date shall within two years thereafter comply with Part 9 of Article 5 of Chapter 59. (1985 (Reg. Sess., 1986), c. 989, s. 2; 1987, c. 531, ss. 9, 10.)