reglab/statecodes huggingface dataset:
2023 North Carolina General Statutes › Chapter 59 - Partnership › Article 2 - Uniform Partnership Act. › § 59-62 - Dissolution by decree of court.

§ 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 shown to be of unsound mind,
(2) A partner becomes in any other way incapable of performing his part of the partnership contract,
(3) A partner has been guilty of such conduct as tends to affect prejudicially the carrying on of the business,
(4) A partner wilfully or persistently commits a breach of the partnership agreement, or otherwise so conducts himself in matters relating to the partnership business that it is not reasonably practicable to carry on the business in partnership with him,
(5) The business of the partnership can only be carried on at a loss,
(6) Other circumstances render a dissolution equitable.
(b) On the application of the purchaser of a partner's interest under G.S. 59-57 and 59-58:
(1) After the termination of the specified term or particular undertaking,
(2) At any time if the partnership was a partnership at will when the interest was assigned or when the charging order was issued.
(c) The name of a registered limited liability partnership becomes available for use by another entity as provided in G.S. 55D-21. (1941, c. 374, s. 32; 1985, c. 589, s. 29; 2001-358, s. 41; 2001-387, ss. 173, 175(a); 2001-413, s. 6; 2001-487, s. 107(b).)
2023 North Carolina General Statutes › Chapter 59 - Partnership › Article 2 - Uniform Partnership Act. › § 59-63 - General effect of dissolution on authority of partner.

§ 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 authority of any partner to act for the partnership,
(1) With respect to the partners,
a. When the dissolution is not by the act, bankruptcy or death of a partner; or
b. When the dissolution is by such act, bankruptcy or death of a partner, in cases where G.S. 59-64 so requires,
(2) With respect to persons not partners, as declared in G.S. 59-65. (1941, c. 374, s. 33.)
2023 North Carolina General Statutes › Chapter 59 - Partnership › Article 2 - Uniform Partnership Act. › § 59-64 - Right of partner to contribution from copartners after dissolution.

§ 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 of any liability created by any partner acting for the partnership as if the partnership had not been dissolved unless
(1) The dissolution being by act of any partner, the partner acting for the partnership had knowledge of the dissolution, or
(2) The dissolution being by the death or bankruptcy of a partner, the partner acting for the partnership had knowledge or notice of the death or bankruptcy. (1941, c. 374, s. 34.)
2023 North Carolina General Statutes › Chapter 59 - Partnership › Article 2 - Uniform Partnership Act. › § 59-65 - Power of partner to bind partnership to third persons after dissolution; publication of notice of dissolution.

§ 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 affairs or completing transactions unfinished at dissolution;
(2) By any transaction which would bind the partnership if dissolution had not taken place, provided the other party to the transaction
a. Had extended credit to the partnership prior to dissolution and had no knowledge or notice of the dissolution; or
b. Though he had not so extended credit, had nevertheless known of the partnership prior to dissolution, and, having no knowledge or notice of dissolution, the fact of dissolution had not been published at least once a week for four successive weeks in some newspaper qualified for legal advertising in each county in which the partnership business was regularly carried on, or if no such newspaper is published in the county, posted for 30 days at the courthouse and three other public places in the county.
(b) The liability of a partner under subdivision (a)(2) shall be satisfied out of partnership assets alone when such partner had been prior to dissolution
(1) Unknown as a partner to the person with whom the contract is made; and
(2) So far unknown and inactive in partnership affairs that the business reputation of the partnership could not be said to have been in any degree due to his connection with it.
(c) The partnership is in no case bound by any act of a partner after dissolution
(1) Where the partnership is dissolved because it is unlawful to carry on the business, unless the act is appropriate for winding up partnership affairs; or
(2) Where the partner has become bankrupt; or
(3) Where the partner has no authority to wind up partnership affairs; except by a transaction with one who
a. Had extended credit to the partnership prior to dissolution and had no knowledge or notice of his want of authority; or
b. Had not extended credit to the partnership prior to dissolution, and, having no knowledge or notice of his want of authority, the fact of his want of authority has not been advertised in the manner provided for advertising the fact of dissolution in subdivision (a)(2)b.
(d) Nothing in this section shall affect the liability under G.S. 59-46 of any person who after dissolution represents himself or consents to another representing him as a partner in a partnership engaged in carrying on business. (1941, c. 374, s. 35; 1951, c. 381, s. 1.)
2023 North Carolina General Statutes › Chapter 59 - Partnership › Article 2 - Uniform Partnership Act. › § 59-66 - Effect of dissolution on partner's existing liability.

§ 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 existing liability upon dissolution of the partnership by an agreement to that effect between himself, the partnership creditor and the person or partnership continuing the business; and such agreement may be inferred from the course of dealing between the creditor having knowledge of the dissolution and the person or partnership continuing the business.
(c) Where a person agrees to assume the existing obligations of a dissolved partnership, the partners whose obligations have been assumed shall be discharged from any liability to any creditor of the partnership who, knowing of the agreement, consents to a material alteration in the nature or time of payment of such obligations.
(d) The individual property of a deceased partner shall be liable for all obligations of the partnership incurred while he was a partner but subject to the prior payment of his separate debts. (1941, c. 374, s. 36.)
2023 North Carolina General Statutes › Chapter 59 - Partnership › Article 2 - Uniform Partnership Act. › § 59-67 - Right to wind up.

§ 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 the right to wind up the partnership affairs; provided, however, that any partner, his legal representative or his assignee, upon cause shown, may obtain winding up by the court. (1941, c. 374, s. 37.)
2023 North Carolina General Statutes › Chapter 59 - Partnership › Article 2 - Uniform Partnership Act. › § 59-68 - Rights of partners to application of partnership property.

§ 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 claiming through them in respect of their interest in the partnership, unless otherwise agreed, may have the partnership property applied to discharge its liabilities, and the surplus applied to pay in cash the net amount owing to the respective partners. But if dissolution is caused by expulsion of a partner, bona fide under the partnership agreement, and if the expelled partner is discharged from all partnership liabilities, either by payment or agreement under G.S. 59-66, subsection (b), he shall receive in cash only the net amount due him from the partnership.
(b) When dissolution is caused in contravention of the partnership agreement the rights of the partners shall be as follows:
(1) Each partner who has not caused dissolution wrongfully shall have:
a. All the rights specified in subsection (a) of this section, and
b. The right, as against each partner who has caused the dissolution wrongfully, to damages for breach of the agreement.
(2) The partners who have not caused the dissolution wrongfully, if they all desire to continue the business in the same name, either by themselves or jointly with others, may do so, during the agreed term for the partnership and for that purpose may possess the partnership property, provided they secure the payment by bond approved by the court, or pay to any partner who has caused the dissolution wrongfully, the value of his interest in the partnership at the dissolution, less any damages recoverable under clause (b)(1)b of this section, and in like manner indemnify him against all present or future partnership liabilities.
(3) A partner who has caused the dissolution wrongfully shall have:
a. If the business is not continued under the provisions of subdivision (b)(2) all the rights of a partner under subsection (a), subject to clause (b)(1)b, of this section,
b. If the business is continued under subdivision (b)(2) of this section, the right as against his copartners and all claiming through them in respect of their interests in the partnership, to have the value of his interest in the partnership, less any damages caused to his copartners by the dissolution, ascertained and paid to him in cash, or the payment secured by bond approved by the court, and to be released from all existing liabilities of the partnership; but in ascertaining the value of the partner's interest the value of the goodwill of the business shall not be considered. (1941, c. 374, s. 38.)
2023 North Carolina General Statutes › Chapter 59 - Partnership › Article 2 - Uniform Partnership Act. › § 59-69 - Rights where partnership is dissolved for fraud or misrepresentation.

§ 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 is, without prejudice to any other right, entitled,
(1) To a lien on, or right of retention of, the surplus of the partnership property after satisfying the partnership liabilities to third persons for any sum of money by him for the purchase of an interest in the partnership and for any capital or advances contributed by him; and
(2) To stand, after all liabilities to third persons have been satisfied, in the place of the creditors of the partnership for any payments made by him in respect of the partnership liabilities; and
(3) To be indemnified by the person guilty of the fraud or making the representation against all debts and liabilities of the partnership. (1941, c. 374, s. 39.)
2023 North Carolina General Statutes › Chapter 59 - Partnership › Article 2 - Uniform Partnership Act. › § 59-70 - Rules for distribution.

§ 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 of the partnership are all of the following:
a. The partnership property.
b. The contributions of the partners necessary for the payment of all the liabilities specified in subdivision (2) of this section.
(2) The liabilities of the partnership rank in order of payment, as follows:
a. Those owing to creditors other than partners.
b. Those owing to partners other than for capital and profits.
c. Those owing to partners in respect of capital.
d. Those owing to partners in respect of profits.
(3) The assets shall be applied in the order of their declaration in subdivision (1) of this section to the satisfaction of the liabilities.
(4) The partners shall contribute, as provided by G.S. 59-48(1), the amount necessary to satisfy any liabilities incurred when the partnership was not a registered limited liability partnership; but if any, but not all, of the partners are insolvent, or, not being subject to process, refuse to contribute, the other partners shall contribute their share of these liabilities, and, in the relative proportions in which they share the profits, the additional amount necessary to pay these liabilities.
(5) An assignee for the benefit of creditors or any person appointed by the court has the right to enforce the contributions specified in subdivision (4) of this section.
(6) A partner has the right to enforce the contributions specified in subdivision (4) of this section to the extent of the amount that the partner has paid in excess of the partner's share of the liability.
(7) The individual property of a deceased partner is subject to the contributions specified in subdivision (4) of this section.
(8) When partnership property and the individual properties of the partners are in possession of a court for distribution, partnership creditors have priority on partnership property and separate creditors have priority on individual property, saving the rights of lien or secured creditors.
(9) Where a partner has become bankrupt or the partner's estate is insolvent, the claims against the separate property rank in the following order:
a. Those owing to separate creditors.
b. Those owing to partnership creditors.
c. Those owing to partners by way of contribution. (1941, c. 374, s. 40; 2022-64, s. 4(b).)
2023 North Carolina General Statutes › Chapter 59 - Partnership › Article 2 - Uniform Partnership Act. › § 59-72 - Rights of retiring partner or estate of deceased partner when the business is continued.

§ 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), (c), (e), (f), or G.S. 59-68, subdivision (b)(2), without any settlement of accounts as between him or his estate and the person or partnership continuing the business, unless otherwise agreed, he or his legal representative as against such persons or partnership may have the value of his interest at the date of dissolution ascertained, and shall receive as an ordinary creditor an amount equal to the value of his interest in the dissolved partnership with interest, or, at his option or at the option of his legal representative, in lieu of interest, the profits attributable to the use of his right in the property of the dissolved partnership; provided that the creditors of the dissolved partnership as against the separate creditors, or the representative of the retired or deceased partner, shall have priority on any claim arising under this section, as provided by G.S. 59-71, subsection (h). (1941, c. 374, s. 42.)
2023 North Carolina General Statutes › Chapter 59 - Partnership › Article 2 - Uniform Partnership Act. › § 59-73 - Accrual of actions.

§ 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 the surviving partners or the person or partnership continuing the business, at the date of dissolution, in the absence of any agreement to the contrary. (1941, c. 374, s. 43.)
2023 North Carolina General Statutes › Chapter 59 - Partnership › Article 2A - Conversion and Merger. › § 59-73.1 - Definitions.

§ 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 (including a foreign professional corporation as defined in G.S. 55B-16), a domestic or foreign nonprofit corporation, a domestic or foreign limited liability company, a domestic or foreign limited partnership, a domestic partnership, or any other partnership.
(2) "Domestic partnership" means a partnership as defined in G.S. 59-36 that is formed under the laws of this State, including a registered limited liability partnership, but excluding a domestic limited partnership.
(3) "Partnership" means a partnership as defined in G.S. 59-36 whether or not formed under the laws of this State including a registered limited liability partnership and a foreign limited liability partnership, but excluding a domestic limited partnership and a foreign limited partnership. (1999-369, s. 4.1; 2001-387, ss. 106, 107.)
2023 North Carolina General Statutes › Chapter 59 - Partnership › Article 2A - Conversion and Merger. › §§ 59-73.2: Recodified as § 59-73.20 by Session Laws 2001-387, s. 105(b).

§ 59-73.2: Recodified as § 59-73.20 by Session Laws 2001-387, s. 105(b).
2023 North Carolina General Statutes › Chapter 59 - Partnership › Article 2A - Conversion and Merger. › §§ 59-73.3: Recodified as § 59-73.30 by Session Laws 2001-387, s. 105(b).

§ 59-73.3: Recodified as § 59-73.30 by Session Laws 2001-387, s. 105(b).
2023 North Carolina General Statutes › Chapter 59 - Partnership › Article 2A - Conversion and Merger. › §§ 59-73.4: Recodified as § 59-73.31 by Session Laws 2001-387, s. 105(b).

§ 59-73.4: Recodified as § 59-73.31 by Session Laws 2001-387, s. 105(b).
2023 North Carolina General Statutes › Chapter 59 - Partnership › Article 2A - Conversion and Merger. › §§ 59-73.5: Recodified as § 59-73.32 by Session Laws 2001-387, s. 105(b).

§ 59-73.5: Recodified as § 59-73.32 by Session Laws 2001-387, s. 105(b).
2023 North Carolina General Statutes › Chapter 59 - Partnership › Article 2A - Conversion and Merger. › §§ 59-73.6: Recodified as § 59-73.33 by Session Laws 2001-387, s. 105(b).

§ 59-73.6: Recodified as § 59-73.33 by Session Laws 2001-387, s. 105(b).
2023 North Carolina General Statutes › Chapter 59 - Partnership › Article 2A - Conversion and Merger. › §§ 59-73.7: Recodified as § 59-35.1 by Session Laws 2001-358, s. 9.

§ 59-73.7: Recodified as § 59-35.1 by Session Laws 2001-358, s. 9.
2023 North Carolina General Statutes › Chapter 59 - Partnership › Article 2A - Conversion and Merger. › § 59-73.10 - Conversion.

§ 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 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. (2001-387, s. 108.)
2023 North Carolina General Statutes › Chapter 59 - Partnership › Article 2A - Conversion and Merger. › § 59-73.11 - Plan of conversion.

§ 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 business entity, and the state or country whose laws govern its organization and internal affairs;
(2) The name of the resulting domestic 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 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.
(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 the articles of conversion become 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. (2001-387, s. 108; 2001-487, s. 62(r); 2005-268, s. 52.)
2023 North Carolina General Statutes › Chapter 59 - Partnership › Article 2A - Conversion and Merger. › § 59-73.12 - Filing of articles of conversion by converting business entity.

§ 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 deliver articles of conversion to the Secretary of State for filing. The articles of conversion shall state:
(1) That the domestic partnership is being formed pursuant to a conversion of another business entity;
(2) The name of the resulting domestic partnership, 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;
(3) 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
(4) That a plan of conversion has been approved by the converting business entity as required by law.
If the resulting domestic partnership is to be a registered limited liability partnership when the conversion takes effect, then instead of the converting business entity delivering the articles of conversion to the Secretary of State for filing, the articles of conversion shall be included as part of the application for registration filed pursuant to G.S. 59-84.2 in addition to the matters otherwise required or permitted by law.
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, an amendment to the articles of conversion withdrawing the articles of conversion shall be delivered to the Secretary of State for filing prior to the time the articles of conversion become effective.
(b) The conversion takes effect when the articles of conversion become effective.
(c) Certificates of conversion shall also be registered as provided in G.S. 47-18.1. (2001-387, s. 108; 2001-487, s. 62(s); 2002-159, s. 34(a).)
2023 North Carolina General Statutes › Chapter 59 - Partnership › Article 2A - Conversion and Merger. › § 59-73.13 - Effects of conversion.

§ 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 domestic partnership;
(2) The title to all real estate and other property owned by the converting business entity continues vested in the resulting domestic partnership without reversion or impairment;
(3) All liabilities of the converting business entity continue as liabilities of the resulting domestic 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 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.
(b) When the conversion takes effect, the resulting domestic partnership is deemed:
(1) To agree that it may be served with process in this State for enforcement of (i) any obligation of the converting business entity and (ii) any obligation of the resulting domestic partnership arising from the conversion; and
(2) To have appointed the Secretary of State as its agent for service of process in any such proceeding. Service on the Secretary of State of any such process shall be made by delivering to and leaving with the Secretary of State, or with any clerk authorized by the Secretary of State to accept service of process, duplicate copies of the process and the fee required by G.S. 59-35.2. Upon receipt of service of process on behalf of a resulting domestic partnership in the manner provided for in this section, the Secretary of State shall immediately mail a copy of the process by registered or certified mail, return receipt requested, to the resulting domestic partnership. If the resulting domestic partnership is a registered limited liability partnership, the address for mailing shall be its principal office or, if there is no principal office on file, its registered office. If the resulting domestic partnership is not a registered limited liability partnership, the address for mailing shall be the mailing address designated pursuant to G.S. 59-73.12(a)(2). (2001-387, s. 108; 2001-387, s. 170(c).)
2023 North Carolina General Statutes › Chapter 59 - Partnership › Article 2A - Conversion and Merger. › § 59-73.20 - Conversion.

§ 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 governing the organization and internal affairs of such other business entity; and
(2) The converting domestic partnership 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. 4.1; 2001-387, ss. 105(b), 109, 110.)
2023 North Carolina General Statutes › Chapter 59 - Partnership › Article 2A - Conversion and Merger. › § 59-73.21 - Plan of conversion.

§ 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 of the resulting business entity into which the domestic partnership shall convert, its type of business entity, and the state or country whose laws govern its organization and internal affairs;
(3) The terms and conditions of the conversion; and
(4) The manner and basis for converting the interests in the domestic partnership into interests, obligations, or securities of the resulting business entity 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 domestic partnership or by any other person, group, or body.
(3) The terms of, or actions taken under, an agreement to which the converting domestic partnership is a party, or any other agreement or document.
(b) The plan of conversion shall be approved by the domestic partnership in the manner provided for the approval of the conversion in a written partnership agreement or, if there is no such provision, by the unanimous consent of its partners. If any partner of the converting domestic partnership has or will have personal liability for any existing or future obligation of the resulting business entity solely as a result of holding an interest in the resulting business entity, then in addition to the requirements of the preceding sentence, approval of the plan of conversion by the domestic partnership shall require the consent of that partner. The converting domestic partnership shall provide a copy of the plan of conversion to each partner of the converting domestic partnership at the time provided in a written partnership agreement or, if there is no such provision, prior to its approval of the plan of conversion.
(c) After a plan of conversion has been approved by a domestic partnership but before the articles of conversion become effective, the plan of conversion (i) may be amended as provided in the plan of conversion, or (ii) may be abandoned, subject to any contractual rights, as provided in the plan of conversion or written partnership agreement or, if not so provided, as determined in the manner necessary for approval of the plan of conversion. (2001-387, s. 111; 2001-487, s. 62(t); 2005-268, s. 53.)
2023 North Carolina General Statutes › Chapter 59 - Partnership › Article 2A - Conversion and Merger. › § 59-73.22 - Articles of conversion.

§ 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 deliver articles of conversion to the Secretary of State for filing. The articles of conversion shall state:
(1) The name of the converting domestic 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 partnership as required by law.
(b) If the domestic partnership is converting to a business entity whose formation 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 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. 111; 2001-487, s. 62(u).)
2023 North Carolina General Statutes › Chapter 59 - Partnership › Article 2A - Conversion and Merger. › § 59-73.30 - Merger.

§ 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 of the state or country governing the organization and internal affairs of each other merging business entity; and
(2) Each merging domestic 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. 4.1; 2001-387, ss. 105(b), 112.)
2023 North Carolina General Statutes › Chapter 59 - Partnership › Article 2A - Conversion and Merger. › § 59-73.31 - Plan of merger.

§ 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 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 organization and internal affairs.
(2) The name of the merging business entity that shall survive the merger.
(3) The terms and conditions of the merger.
(4) The manner and basis of converting the interests in each merging business entity into interests, obligations, or securities of the surviving business entity, or into cash or other property in whole or in part, or of cancelling the interests.
(a1) The plan of merger may contain other provisions relating to the merger.
(a2) The provisions of the plan of merger, other than the provisions referred to in subdivisions (1) and (2) of subsection (a) of this section, may be made dependent on facts objectively ascertainable outside the plan of merger if the plan of merger 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 domestic partnership or by any other person, group, or body.
(3) The terms of, or actions taken under, an agreement to which the domestic partnership is a party, or any other agreement or document.
(b) In the case of a merging domestic partnership, the plan of merger must be approved in the manner provided in a written partnership agreement that is binding on all the partners for approval of a merger with the type of business entity contemplated in the plan of merger or, if there is no provision, by the unanimous consent of its partners. If any partner of a merging domestic partnership has or will have personal liability for any existing or future obligation of the surviving business entity solely as a result of holding an interest in the surviving business entity, then in addition to the requirements of the preceding sentence, approval of the plan of merger by the domestic partnership shall require the consent of that partner. In the case of each other merging business entity, the plan of merger must be approved in accordance with the laws of the state or country governing the organization and internal affairs of such merging business entity.
(c) After a plan of merger has been approved by the domestic partnership but before the articles of merger become effective, the plan of merger (i) may be amended as provided in the plan of merger, or (ii) may be abandoned (subject to any contractual rights) as provided in the plan of merger or a written partnership agreement that is binding on all the partners or, if not so provided, as determined by the unanimous consent of the partners. (1999-369, s. 4.1; 2001-387, ss. 105(b), 112, 113; 2005-268, s. 54; 2018-45, s. 31.)
2023 North Carolina General Statutes › Chapter 59 - Partnership › Article 2A - Conversion and Merger. › § 59-73.32 - Articles of merger.

§ 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. 59-73.31, 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. 55, 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.
(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. 55, 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 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 the 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. 4.1; 2001-387, ss. 105(b), 112, 114; 2005-268, s. 55.)
2023 North Carolina General Statutes › Chapter 59 - Partnership › Article 3 - Surviving Partners. › § 59-74 - Surviving partner to give bond.

§ 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 the county where the partnership business was conducted, a bond payable to the State of North Carolina, with sufficient surety conditioned upon the faithful performance of his duties in the settlement of the partnership affairs. The amount of such bond shall be fixed by the clerk of the court; and the settlement of the estate and the liability of the bond shall be the same as under the law governing administrators and their bonds. (1915, c. 227, ss. 1, 2, 3; C.S., s. 3277.)
2023 North Carolina General Statutes › Chapter 59 - Partnership › Article 3 - Surviving Partners. › § 59-75 - Effect of failure to give bond.

§ 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 of any person interested in the estate of the deceased partner, appoint a collector of the partnership, who shall be governed by the same law governing an administrator of a deceased person. (1915, c. 227, s. 4; C.S., s. 3278.)
2023 North Carolina General Statutes › Chapter 59 - Partnership › Article 3 - Surviving Partners. › § 59-76 - Surviving partner and personal representative to make inventory.

§ 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 of the deceased partner, shall make out a full and complete inventory of the assets of the partnership, including real estate, if there be any, together with a schedule of the debts and liabilities thereof, a copy of which inventory and schedule shall be retained by the surviving partner, and a copy thereof shall be furnished to the personal representative of the deceased partner. (1901, c. 640; Rev., s. 2540; C.S., s. 3279.)
2023 North Carolina General Statutes › Chapter 59 - Partnership › Article 3 - Surviving Partners. › § 59-77 - When personal representative may take inventory; receiver.

§ 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 in accordance with the provisions of G.S. 59-76. Should any surviving partner fail to take such an inventory or refuse to allow the personal representative of the deceased partner's estate to do so, such personal representative of the deceased partner's estate may forthwith apply to a court of competent jurisdiction for the appointment of a receiver for such partnership, who shall thereupon proceed to wind up the same and dispose of the assets thereof in accordance with law. (1901, c. 640, s. 2; Rev., s. 2541; C.S., s. 3280; 2000-140, s. 101(o); 2001-387, s. 116.)
2023 North Carolina General Statutes › Chapter 59 - Partnership › Article 3 - Surviving Partners. › § 59-78 - Notice to creditors.

§ 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 existence at the time of the death of the deceased partner, to exhibit the same to the surviving partner within six months from the date of first publication of such notice. The notice shall be published once a week for four consecutive weeks in a newspaper qualified to publish legal advertisements, if any such newspaper is published in the county. If there is no newspaper published in the county, but there is a newspaper having general circulation in the county, then at the option of the surviving partner the notice shall be published in the newspaper having general circulation in the county and posted at the courthouse or the notice shall be posted at the courthouse and four other public places in the county. (1901, c. 640, s. 3; Rev., s. 2542; C.S., s. 3281; 1951, c. 381, s. 2; 1973, c. 1410, ss. 1, 2.)
2023 North Carolina General Statutes › Chapter 59 - Partnership › Article 3 - Surviving Partners. › § 59-79 - Debts paid pro rata; liens.

§ 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 property belonging to the partnership. (1901, c. 640, s. 4; Rev., s. 2543; C.S., s. 3282.)
2023 North Carolina General Statutes › Chapter 59 - Partnership › Article 3 - Surviving Partners. › § 59-80 - Effect of failure to present claim in six months.

§ 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 surviving partner shall not be chargeable for any assets that he may have paid in satisfaction of any debts before such action was commenced, nor shall any costs be recovered in such action against the surviving partner. (1901, c. 640, s. 5; Rev., s. 2544; C.S., s. 3283; 1973, c. 1410, s. 3.)
2023 North Carolina General Statutes › Chapter 59 - Partnership › Article 3 - Surviving Partners. › § 59-81 - Procedure for purchase by surviving partner.

§ 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 which the partnership existed, after first giving notice to the executor or administrator of the time of the hearing of such application, for the appointment of three judicious, disinterested appraisers, one of whom may be named by the surviving partner, one by the representative of the deceased partner's estate, and the third named by the two appraisers selected, whose duty it shall be to make out under oath a full and complete inventory and appraisement of the entire assets of the partnership, including real estate if there be any, together with a schedule of the debts and liabilities thereof, and to deliver the same to the surviving partner; they shall also deliver a copy to the executor or administrator, and file a copy with the clerk of the court.
(b) Surviving Partner May Purchase. – The surviving partner may, with the consent of the executor or administrator of the deceased partner and the approval of the clerk of the superior court by whom such executor or administrator was appointed, purchase the interest of such deceased partner in the partnership assets at the appraised value thereof, including the good will of the business, first deducting therefrom the debts and liabilities of the partnership, for cash or upon giving to the executor or administrator his promissory note or notes, with good approved security, and satisfactory to the executor or administrator, for the payment of the interest of such deceased partner in the partnership assets.
(c) Surviving Partner to Give Bond. – In case the surviving partner shall avail himself of the privilege of purchasing such interest as provided for in this section, he shall give bond to the executor or administrator with surety for the payment of the debts and liabilities of the partnership, and for the performance of all contracts for which the partnership is liable.
(d) Sale of Real Estate. – In case of such sale of the real estate belonging to the partnership, the title to the real estate so purchased shall not pass until the sale thereof has been reported to and confirmed by the clerk of the superior court of the county in which the partnership was located, in a special proceeding to which the widow and heirs at law or devisees of the deceased partner are duly made parties. (1901, c. 640, s. 6; Rev., s. 2545; 1911, c. 12; C.S., s. 3284.)
2023 North Carolina General Statutes › Chapter 59 - Partnership › Article 3 - Surviving Partners. › § 59-82 - Surviving partner to account and settle.

§ 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 from the date of the first publication of notice to creditors, file with the clerk of the superior court of the county where the partnership was located, an account, under oath, stating his action as surviving partner, and shall come to a settlement with the executor or administrator of the deceased partner: Provided, that the clerk of the superior court shall have power, upon good cause shown, to extend the time within which said final settlement shall be made. The surviving partner for his services in settling the partnership estate shall receive commissions to be allowed by the court. (1901, c. 640, s. 7; Rev., s. 2546; C.S., s. 3285; 1947, c. 781; 1957, c. 783, s. 6; 1973, c. 1410, s. 4.)
2023 North Carolina General Statutes › Chapter 59 - Partnership › Article 3 - Surviving Partners. › § 59-83 - Accounting compelled.

§ 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 law, the clerk of the superior court may, at the instance of such executor, administrator or other person interested in such deceased partnership estate, cite the surviving partners to a final settlement as provided for by law in the case of executors and administrators. (1901, c. 640, s. 8; Rev., s. 2547; C.S., s. 3286.)
2023 North Carolina General Statutes › Chapter 59 - Partnership › Article 3 - Surviving Partners. › § 59-84 - Settlement otherwise provided for.

§ 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 settlement of the deceased partner's interest in the partnership, and for a disposition thereof different from that provided for in this Chapter, the interest of such deceased partner in the partnership shall be settled and disposed of in accordance with the provisions of such articles of partnership or of such will. (1901, c. 640, s. 6; Rev., s. 2545; C.S., s. 3287.)