reglab/statecodes huggingface dataset:
2023 North Carolina General Statutes › Chapter 59 - Partnership › Article 3A - Miscellaneous Provisions. › § 59-84.1 - Partnership to comply with Assumed Business Name Act; income taxation.

§ 59-84.1. Partnership to comply with Assumed Business Name Act; income taxation.
(a) Every partnership other than a limited partnership shall comply with, and be subject to, the provisions of Articles 14A and 15 of Chapter 66 of the General Statutes in all cases in which the Articles are applicable.
(b) A partnership, including a registered limited liability partnership and a foreign limited liability partnership, 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 tax purposes. Accordingly, if any such partnership is classified for federal income tax purposes as a C corporation as defined in G.S. 105-131(b)(2) or an S corporation as defined in G.S. 105-131(b)(8), the partnership and its partners are subject to tax under Article 4 of Chapter 105 of the General Statutes to the same extent as a C corporation or an S corporation, as the case may be, and its shareholders. If any such partnership is classified for federal income tax purposes as a partnership, the partnership and its partners are subject to tax under Article 4 of Chapter 105 of the General Statutes accordingly. If any such partnership is classified for federal income tax purposes as other than a corporation or a partnership, the partnership and its partners are subject to tax under Article 4 of Chapter 105 of the General Statutes in a manner consistent with that classification. This section does not require a partnership, including any registered limited liability partnership or foreign limited liability partnership authorized to transact business in this State, to obtain an administrative ruling from the Internal Revenue Service on its classification under the Internal Revenue Code. (1951, c. 381, s. 9; 1993, c. 354, s. 5; 2001-387, s. 117; 2016-100, s. 7.)
2023 North Carolina General Statutes › Chapter 59 - Partnership › Article 3B - Registered Limited Liability Partnerships. › § 59-84.3 - Name of registered limited liability partnerships.

§ 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; 2001-358, s. 39; 2001-387, ss. 173, 175(a); 2001-413, s. 6.)
2023 North Carolina General Statutes › Chapter 59 - Partnership › Article 3B - Registered Limited Liability Partnerships. › § 59-84.5 - Report of veteran-owned small businesses and service-disabled veteran-owned small businesses.

§ 59-84.5. Report of veteran-owned small businesses and service-disabled veteran-owned small businesses.
Using the information reported pursuant to G.S. 59-84.4(a1), the Secretary of State shall compile summary information on an aggregate basis about the number of veteran-owned small businesses and the number of service-disabled veteran-owned small businesses reporting in this State. The Secretary of State shall annually report this summary information to the Department of Military and Veterans Affairs by March 1 of each year. (2017-90, s. 3(b).)
2023 North Carolina General Statutes › Chapter 59 - Partnership › Article 4 - Business under Assumed Name Regulated. › § 59-85 through 59-88 - Transferred to §§ 66-68 to 66-71 by Session Laws 1951, c381, s7.

Article 4.
Business under Assumed Name Regulated.
§§ 59-85 through 59-88: Transferred to §§ 66-68 to 66-71 by Session Laws 1951, c. 381, s. 7.
2023 North Carolina General Statutes › Chapter 59 - Partnership › Article 4A - Foreign Limited Liability Partnerships. › § 59-90 - Law governing foreign limited liability partnership.

§ 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 partners and the partnership and the liability of partners for obligations of the partnership.
(b) A foreign limited liability partnership may not be denied a statement of foreign registration by reason of any difference between the law under which the partnership was formed and the law of this State.
(c) A statement of foreign registration does not authorize a foreign limited liability partnership to engage in any business or exercise any power that a partnership may not engage in or exercise in this State as a registered limited liability partnership. (1999-362, s. 10.)
2023 North Carolina General Statutes › Chapter 59 - Partnership › Article 4A - Foreign Limited Liability Partnerships. › § 59-92 - Effect of failure to register.

§ 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 effect a registration as a foreign limited liability partnership.
(b) The failure of a foreign limited liability partnership to have in effect a registration as a foreign limited liability partnership does not impair the validity of a contract or act of the foreign limited liability partnership or preclude it from defending an action or proceeding in this State.
(c) A limitation on personal liability of a partner is not waived solely by transacting business in this State without a registration as a foreign limited liability partnership.
(d) A foreign limited liability partnership failing to register as a foreign limited liability partnership as required by this Article shall be liable to the State for the years or parts thereof during which it transacted business in this State without having registered in an amount equal to all fees and taxes which would have been imposed by law upon the foreign limited liability 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. In addition, the foreign limited liability partnership shall be liable for a civil penalty of ten dollars ($10.00) for each day, but not to exceed a total of one thousand dollars ($1,000) for each year or part thereof, it transacts business in this State without having registered. The Attorney General may bring actions to recover all amounts due the State under the provisions of this subsection. (1999-362, s. 10.)
2023 North Carolina General Statutes › Chapter 59 - Partnership › Article 4A - Foreign Limited Liability Partnerships. › § 59-93 - Activities not constituting transacting business.

§ 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 transacting business in this State for the purposes of this Article by reason of carrying on in this State any one or more of the following activities:
(1) Maintaining or defending any action or suit or any administrative or arbitration proceeding or effecting the settlement thereof or the settlement of claims or disputes;
(2) Holding meetings of its partners or carrying on other activities concerning its internal affairs;
(3) Maintaining bank accounts or borrowing money in this State, with or without security, even if such borrowings are repeated and continuous transactions;
(4) Maintaining offices or agencies for the transfer, exchange, and registration of the partnership's own securities, or appointing and maintaining trustees or depositories with relation to those securities;
(5) Soliciting or procuring orders, whether by mail or through employees or agents or otherwise, where the orders require acceptance without this State before becoming binding contracts;
(6) Making or investing in loans with or without security including servicing of mortgages or deeds of trust through independent agencies within the State, the conducting of foreclosure proceedings and sales, the acquiring of property at foreclosure sale, and the management and rental of such property for a reasonable time while liquidating its investment, provided no office or agency therefor is maintained in this State;
(7) Taking security for or collecting debts due to it or enforcing any rights in property securing the same;
(8) Transacting business in interstate commerce;
(9) Conducting an isolated transaction completed within a period of six months and not in the course of a number of repeated transactions of like nature;
(10) Selling through independent contractors; and
(11) Owning, without more, real or personal property.
(b) This section does not apply in determining the contacts or activities that may subject a foreign limited liability partnership to service of process, taxation, or regulation under any other law of this State. (1999-362, s. 10.)
2023 North Carolina General Statutes › Chapter 59 - Partnership › Article 5 - Revised Uniform Limited Partnership Act. › § 59-103 - Name.

§ 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. 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.)
2023 North Carolina General Statutes › Chapter 59 - Partnership › Article 5 - Revised Uniform Limited Partnership Act. › § 59-105 - Registered office and registered agent.

§ 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 is subject to service on the Secretary of State under that Article.
(b) Limited partnerships formed prior to October 1, 1986, shall file a certificate of limited partnership with the Office of the Secretary of State pursuant to G.S. 59-201(a) designating the address of the registered office of the limited partnership and the identity of the registered agent at such address.
(b1) through (e) Repealed by Session Laws 2001-358, s. 50(a). (1985 (Reg. Sess., 1986), c. 989, s. 2; 1987, c. 531, s. 2; 1989, c. 209; 2000-140, s. 101(q); 2001-358, s. 50(a); 2001-387, ss. 123, 155, 173, 175(a); 2001-413, s. 6.)
2023 North Carolina General Statutes › Chapter 59 - Partnership › Article 5 - Revised Uniform Limited Partnership Act. › § 59-106 - Records to be kept.

§ 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 known mailing address of each partner set forth in alphabetical order;
(2) A copy of the certificate of limited partnership and all certificates of amendment thereto, together with executed copies of any powers of attorney pursuant to which any certificate has been executed;
(3) Copies of the limited partnership's federal, State and local income tax returns and reports, if any, for the three most recent years;
(4) Copies of any then effective written partnership agreements and copies of any financial statements of the limited partnership for the three most recent years; and
(5) A written record that contains:
a. The amount of cash and a description and statement of the agreed value of the other property or services contracted by each partner and which each partner has agreed to contribute;
b. The times at which or events on the happening of which any additional contributions agreed to be made by each partner are to be made;
c. Any right of a partner to receive distribution of property, including cash from the limited partnership; and
d. Events upon the happening of which the limited partnership is to be dissolved and its affairs wound up.
The written record required pursuant to this subdivision may be part of a written partnership agreement or may be contained in one or more other documents or records.
(b) The books and records are subject to inspection and copying at the reasonable request, and at the expense, of any partner during ordinary business hours. (1985 (Reg. Sess., 1986), c. 989, s. 2; 1987 (Reg. Sess., 1988), c. 1031, s. 2; 1997-456, s. 27; 1999-362, s. 12.)
2023 North Carolina General Statutes › Chapter 59 - Partnership › Article 5 - Revised Uniform Limited Partnership Act. › § 59-107 - Nature of business.

§ 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.)
2023 North Carolina General Statutes › Chapter 59 - Partnership › Article 5 - Revised Uniform Limited Partnership Act. › § 59-108 - Business transactions of partner with the partnership.

§ 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. 59-804 and other applicable law, has the same rights and obligations with respect thereto as a person who is not a partner. (1985 (Reg. Sess., 1986), c. 989, s. 2.)
2023 North Carolina General Statutes › Chapter 59 - Partnership › Article 5 - Revised Uniform Limited Partnership Act. › § 59-201 - Certificate of limited partnership.

§ 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 State and set forth:
(1) The name of the limited partnership.
(2) The address, including county and city or town, and street and number, if any, of the registered office and the name of the registered agent at such address for service of process required to be maintained by G.S. 55D-30.
(3) If the limited partnership is to dissolve by a specific date, the latest date upon which the limited partnership is to dissolve. If no date for dissolution is specified, there shall be no limit on the duration of the limited partnership.
(4) The name and the address, including county and city or town, and street and number, if any, of each general partner.
(5) The address, including county and city or town, and street and number, if any, of the office at which the records referred to in G.S. 59-106 are kept, if such records are not kept at the registered office.
(b) Unless a delayed effective date is specified in the certificate of limited partnership, a limited partnership is formed at the effective time and date of the filing of the certificate of limited partnership in the office of the Secretary of State if there has been substantial compliance with the requirements of this section.
(c) Domestic limited partnership filings filed prior to October 1, 1986, with the Office of Register of Deeds pursuant to G.S. 59-2(a)(2) shall evidence the existence of limited partnerships formed prior to October 1, 1986, and shall be public notice of only those matters contained in G.S. 59-201(a) and shall be used for no other purpose.
(d) A limited partnership may also be formed through the conversion of another business entity in accordance with Part 10A of this Article.
(e) If the limited partnership is to be a limited liability limited partnership at its formation, then instead of separately filing the application for registration as a limited liability limited partnership, the application for registration shall be included as part of the certificate of limited partnership. (1985 (Reg. Sess., 1986), c. 989, s. 2; 1987, c. 531, s. 3; 1987 (Reg. Sess., 1988), c. 1031, s. 3; 1997-485, s. 24; 1999-369, s. 4.3; 2000-140, s. 17; 2001-358, s. 50(b); 2001-387, ss. 124, 124A, 173, 175(a); 2001-413, s. 6.)
2023 North Carolina General Statutes › Chapter 59 - Partnership › Article 5 - Revised Uniform Limited Partnership Act. › § 59-202 - Amendment to certificate.

§ 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 shall set forth:
(1) The name of the limited partnership;
(2) The date of filing of the certificate; and
(3) The amendment to the certificate.
(b) Within 30 days after the happening of any of the following events an amendment to a certificate of limited partnership reflecting the occurrence of the event or events shall be filed:
(1) The admission of a new general partner;
(2) The withdrawal of a general partner; or
(3) The continuation of the business under G.S. 59-801 after an event of withdrawal of a general partner.
(c) A general partner who becomes aware that any statement in a certificate of limited partnership was false when made or that any arrangements or other facts described have changed, making the certificate inaccurate in any respect, shall promptly amend the certificate.
(d) Repealed by Session Laws 1987, c. 531, s. 4. (1985 (Reg. Sess., 1986), c. 989, s. 2; 1987, c. 531, s. 4.)
2023 North Carolina General Statutes › Chapter 59 - Partnership › Article 5 - Revised Uniform Limited Partnership Act. › § 59-203 - Cancellation of 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 that there are no limited partners. A certificate of cancellation shall be filed in the office of the Secretary of State and set forth:
(1) The name of the limited partnership;
(2) The date of filing of its certificate of limited partnership;
(3) The reason for filing the certificate of cancellation;
(4) The effective date of cancellation if it is not to be effective upon the filing of the certificate; and
(5) Any other information the partners filing the certificate determine. (1985 (Reg. Sess., 1986), c. 989, s. 2; 1997-485, s. 25.)
2023 North Carolina General Statutes › Chapter 59 - Partnership › Article 5 - Revised Uniform Limited Partnership Act. › § 59-204 - Execution of documents.

§ 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:
(1) An original certificate of limited partnership must be signed by all general partners;
(2) A certificate of amendment must be signed by at least one general partner and by each other partner designated in the certificate as a new general partner; and
(3) A certificate of cancellation must be signed by all general partners.
Any other document submitted by a domestic or foreign limited partnership for filing pursuant to this or any other Chapter must be signed by at least one general partner.
(b) Any person may sign a certificate by an attorney-in-fact.
(b1) Repealed by Session Laws 2001-358, s. 10(c).
(c) The execution of a certificate or amendment by a general partner constitutes an affirmation under the penalties of perjury that the facts stated therein are true. (1985 (Reg. Sess., 1986), c. 989, s. 2; 1991, c. 153, s. 1; 1997-485, s. 22; 1999-369, s. 4.4; 2001-358, ss. 10(b), (c); 2001-387, ss. 125, 155, 173, 175(a); 2001-413, s. 6.)
2023 North Carolina General Statutes › Chapter 59 - Partnership › Article 5 - Revised Uniform Limited Partnership Act. › § 59-205 - Execution by judicial act.

§ 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 refusal, may petition the court for the county in which the partnership's registered office is located to direct the execution of the certificate. If the court finds that it is proper for the certificate to be executed and that any person so designated has failed or refused to execute the certificate, it shall order an appropriate person to prepare, and the Secretary of State to record, an appropriate certificate. (1985 (Reg. Sess., 1986), c. 989, s. 2; 1999-362, s. 14.)
2023 North Carolina General Statutes › Chapter 59 - Partnership › Article 5 - Revised Uniform Limited Partnership Act. › § 59-206 - Filing requirements.

§ 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 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. 15; 1999-369, ss. 4.5, 4.6; 2001-358, ss. 10(d), 34; 2001-387, ss. 126, 155, 173, 175(a); 2001-413, s. 6.)
2023 North Carolina General Statutes › Chapter 59 - Partnership › Article 5 - Revised Uniform Limited Partnership Act. › § 59-207 - Liability for false statement in certificate.

§ 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 may recover damages for the loss from:
(1) Any person who executes the certificate, or causes another to execute it on his behalf, and knew, and any general partner who knew or should have known, the statement to be false at the time the certificate was executed; and
(2) Any general partner who thereafter knows or should have known that any arrangement or other fact described in the certificate has changed, making the statement inaccurate in any respect within a sufficient time before the statement was relied upon reasonably to have enabled that general partner to cancel or amend the certificate, or to file a petition for its cancellation or amendment under G.S. 59-205. (1985 (Reg. Sess., 1986), c. 989, s. 2.)
2023 North Carolina General Statutes › Chapter 59 - Partnership › Article 5 - Revised Uniform Limited Partnership Act. › § 59-208 - Notice.

§ 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 a limited partnership and the persons designated therein as general partners are general partners, but it is not notice of any other fact. (1985 (Reg. Sess., 1986), c. 989, s. 2.)
2023 North Carolina General Statutes › Chapter 59 - Partnership › Article 5 - Revised Uniform Limited Partnership Act. › § 59-209 - Certificate of existence.

§ 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 for a foreign limited partnership.
(b) A certificate of existence or authorization sets forth:
(1) The domestic limited partnership's name or the foreign limited partnership's name used in this State;
(2) That (i) the domestic limited partnership has filed a certificate of limited partnership under the law of this State, the effective date of the filing, and the period of the domestic limited partnership's duration, or (ii) the foreign limited partnership is authorized to transact business in this State;
(3) If the limited partnership has registered as a limited liability limited partnership, that the registration has not been cancelled or revoked;
(4) That a certificate of cancellation of the certificate of limited partnership has not been filed; and
(5) Other facts of record in the office of the Secretary of State that may be requested by the applicant.
(c) Subject to any qualification stated in the certificate, a certificate of existence or authorization issued by the Secretary of State may be relied upon as conclusive evidence that the domestic limited partnership has filed a certificate of limited partnership and has not filed a certificate of cancellation or that the foreign limited partnership is authorized to transact business in this State, and, if applicable, that the domestic limited partnership has registered as a limited liability limited partnership and that such registration has not been cancelled or revoked. (2001-387, s. 127.)
2023 North Carolina General Statutes › Chapter 59 - Partnership › Article 5 - Revised Uniform Limited Partnership Act. › § 59-210 - Limited liability limited partnerships.

§ 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 the limited liability limited partnership, which must satisfy the requirements of Article 3 of Chapter 55D of the General Statutes.
(2) The street address, and mailing address if different from the street address, of its principal office, and the county in which the principal office is located.
(3) The fiscal year end of the limited liability limited partnership.
(b) The terms and conditions on which a limited partnership becomes a limited liability limited partnership shall be approved in the manner provided in the partnership agreement; provided, however, if the partnership agreement does not contain any such provision, the terms and conditions must be approved (i) in the case of a limited partnership having a partnership agreement that expressly considers obligations to contribute to the partnership, in the manner necessary to amend those provisions, or (ii) in any other case, in the manner necessary to amend the partnership agreement.
(c) A limited partnership becomes a limited liability limited partnership when its application for registration becomes effective.
(d) The status of a limited liability limited partnership and the liability of its partners is not affected by errors or later changes in the information required to be contained in the application for registration.
(e) A limited liability limited partnership shall promptly amend its registration to reflect any change in the information contained in its application for registration, other than changes that are properly included in other documents filed with the Secretary of State. A registration is amended by filing a certificate of amendment with the Secretary of State. The certificate of amendment shall set forth:
(1) The name of the limited liability limited partnership as reflected on the application for registration;
(2) The date of filing of the application for registration; and
(3) The amendment to the application for registration.
(f) A limited liability limited partnership may cancel its registration by filing a certificate of cancellation with the Secretary of State. The certificate of cancellation shall set forth:
(1) The name of the limited liability limited partnership as reflected on the application for registration;
(2) The date of filing of the application for registration; and
(3) The effective date and time of cancellation if it is not to be effective at the time of filing the certificate.
(g) A limited liability limited partnership shall be subject to the provisions of G.S. 59-84.4 as if it were a registered limited liability partnership. (2001-387, ss. 127, 158; 2001-413, s. 8.)
2023 North Carolina General Statutes › Chapter 59 - Partnership › Article 5 - Revised Uniform Limited Partnership Act. › § 59-301 - Admission of limited partners.

§ 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) The formation of the limited partnership; or
(2) The time provided for becoming a limited partner pursuant to and upon compliance with the partnership agreement.
(b) After the formation of a limited partnership, a person may be admitted as an additional limited partner:
(1) In the case of a person acquiring a partnership interest directly from the limited partnership, at the time provided pursuant to, and upon the compliance with, the partnership agreement; and
(2) In the case of an assignee of a partnership interest of a partner who has the power, as provided in G.S. 59-704, to grant the assignee the right to become a limited partner, upon the exercise of that power and compliance with any conditions limiting the grant or exercise of the power. (1985 (Reg. Sess., 1986), c. 989, s. 2; 1999-362, s. 16.)
2023 North Carolina General Statutes › Chapter 59 - Partnership › Article 5 - Revised Uniform Limited Partnership Act. › § 59-302 - Voting.

§ 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 basis) upon any matter. (1985 (Reg. Sess., 1986), c. 989, s. 2; 1999-362, s. 17.)
2023 North Carolina General Statutes › Chapter 59 - Partnership › Article 5 - Revised Uniform Limited Partnership Act. › § 59-303 - Liability to third parties.

§ 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 for the obligations of a limited partnership by participating in the management or control of the business of the limited partnership. (1985 (Reg. Sess., 1986), c. 989, s. 2; 1997-456, s. 27; 1999-362, s. 18.)
2023 North Carolina General Statutes › Chapter 59 - Partnership › Article 5 - Revised Uniform Limited Partnership Act. › § 59-304 - Person erroneously believing himself limited partner.

§ 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 the person has become a limited partner in the enterprise is not a general partner in the enterprise and is not bound by its obligations by reason of making the contribution, receiving distributions from the enterprise, or exercising any rights of a limited partner, if, on ascertaining the mistake, he:
(1) Causes an appropriate certificate of limited partnership [or] certificate of amendment to be executed and filed; or
(2) Withdraws from future equity participation in the enterprise.
(b) A person who makes a contribution of the kind described in subsection (a) of this section is liable as a general partner to any third party who transacts business with the enterprise in the case in which:
(1) The third party actually believed in good faith that the person was a general partner at the time of the transaction; and
(2) The third party transacted business with the enterprise before either:
a. An appropriate certificate has been filed pursuant to subsection (a) of this section to reflect that the person is not a general partner; or
b. The person has given notice to the partnership of withdrawal from future equity participation and before the withdrawal was effective. (1985 (Reg. Sess., 1986), c. 989, s. 2; 1999-362, s. 19.)
2023 North Carolina General Statutes › Chapter 59 - Partnership › Article 5 - Revised Uniform Limited Partnership Act. › § 59-305 - Information.

§ 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) Obtain from the general partners from time to time upon reasonable demand (i) true and full information regarding the state of the business and financial condition of the limited partnership, (ii) promptly after becoming available, a copy of the limited partnership's federal, State, and local income tax returns for each year, and (iii) other information regarding the affairs of the limited partnership as is just and reasonable. (1985 (Reg. Sess., 1986), c. 989, s. 2; 1999-362, s. 20.)
2023 North Carolina General Statutes › Chapter 59 - Partnership › Article 5 - Revised Uniform Limited Partnership Act. › § 59-401 - Admission of additional general partners.

§ 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 only with the specific written consent of each partner. (1985 (Reg. Sess., 1986), c. 989, s. 2.)
2023 North Carolina General Statutes › Chapter 59 - Partnership › Article 5 - Revised Uniform Limited Partnership Act. › § 59-403 - General powers and liabilities.

§ 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 is subject to the restrictions and liabilities of a partner in a partnership without limited partners.
(b) Except as provided in this Article, a general partner of a limited partnership that is not a limited liability limited partnership has the liabilities of a partner in a partnership without limited partners to persons other than the partnership and the other partners, and a general partner of a limited liability limited partnership has the liabilities of, and has the limitation on liability afforded to, a partner in a registered limited liability partnership under the North Carolina Uniform Partnership Act to persons other than the partnership and the other partners with respect to debts and obligations of the limited partnership incurred while it is a limited liability limited partnership. Except as provided in this Article or in the partnership agreement, a general partner of a limited partnership that is not a limited liability limited partnership has the liabilities of a partner in a partnership without limited partners to the partnership and to the other partners, and a general partner of a limited liability limited partnership has the liabilities of, and has the limitation on liability afforded to, a partner in a registered limited liability partnership under the North Carolina Uniform Partnership Act to the partnership and to the other partners.
(c) Unless otherwise provided in the partnership agreement, a general partner of a limited partnership has the power and authority to delegate to one or more other persons the general partner's rights and powers to manage and control the business and affairs of the limited partnership, including to delegate to agents, officers, and employees of the general partner or the limited partnership, and to delegate by a management agreement or another agreement with, or otherwise to, other persons. Unless otherwise provided in the partnership agreement, a delegation by a general partner of a limited partnership shall not cause the general partner to cease to be a general partner of the limited partnership and shall not reduce or absolve the general partner of the general partner's duties or obligations to the limited partnership or its other partners. (1985 (Reg. Sess., 1986), c. 989, s. 2; 1987, c. 531, s. 6; 2001-387, ss. 132, 133.)
2023 North Carolina General Statutes › Chapter 59 - Partnership › Article 5 - Revised Uniform Limited Partnership Act. › § 59-404 - Contributions by a general partner.

§ 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, the limited partnership as a general partner. A general partner also may make contributions to and share in profits, losses, and distributions as a limited partner. A person who is both a general partner and a limited partner has the rights and powers, and is subject to the restrictions and liabilities, of a general partner and, except as provided in the partnership agreement, also has the powers, and is subject to the restrictions, of a limited partner to the extent of his participation in the partnership as a limited partner. (1985 (Reg. Sess., 1986), c. 989, s. 2.)
2023 North Carolina General Statutes › Chapter 59 - Partnership › Article 5 - Revised Uniform Limited Partnership Act. › § 59-405 - Voting.

§ 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 or with all or any class of the limited partners, on any matter. (1985 (Reg. Sess., 1986), c. 989, s. 2.)
2023 North Carolina General Statutes › Chapter 59 - Partnership › Article 5 - Revised Uniform Limited Partnership Act. › § 59-501 - Form of contribution.

§ 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 or to perform services. (1985 (Reg. Sess., 1986), c. 989, s. 2.)
2023 North Carolina General Statutes › Chapter 59 - Partnership › Article 5 - Revised Uniform Limited Partnership Act. › § 59-502 - Liability for contributions.

§ 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 property or to perform services, even if the partner is unable to perform because of death, disability or any other reason. If a partner does not make the required contribution of property or services, the partner is obligated at the option of the limited partnership to contribute cash equal to that portion of the agreed value of the stated contribution that has not been made. As used in this section, the term "agreed value" means an amount or other measure of value as (i) is provided in the partnership agreement, or (ii) if not provided in the partnership agreement, is required to be set forth in the written records required pursuant to G.S. 59-106.
(b) Unless otherwise provided in the partnership agreement, the obligation of a partner to make a contribution or return money or other property paid or distributed in violation of this Article may be compromised only by consent of all the partners. Any such compromise, however, shall not affect the rights of a creditor whose claim arose prior to the date of the compromise.
(c) No promise by a limited partner to contribute to the limited partnership is enforceable unless in a writing signed by the limited partner. (1985 (Reg. Sess., 1986), c. 989, s. 2; 1999-362, s. 23.)
2023 North Carolina General Statutes › Chapter 59 - Partnership › Article 5 - Revised Uniform Limited Partnership Act. › § 59-503 - Sharing income, gain, loss, deduction or credit.

§ 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 in the partnership agreement. To the extent the partnership agreement does not provide for the allocation of items of income, gain, loss, deduction, or credit, then those items shall be allocated on the basis of the agreed value of the contributions made by each partner to the extent they have been received by the partnership and have not been returned. As used in this section, the term "agreed value" means an amount or other measure of value as (i) is provided in the partnership agreement, or (ii) if not provided in the partnership agreement, is required to be set forth in the written records required pursuant to G.S. 59-106. (1985 (Reg. Sess., 1986), c. 989, s. 2; 1999-362, s. 24.)
2023 North Carolina General Statutes › Chapter 59 - Partnership › Article 5 - Revised Uniform Limited Partnership Act. › § 59-504 - Sharing of distributions.

§ 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 in the partnership agreement. To the extent the partnership agreement does not provide for the sharing of distributions among the partners, distributions shall be made among the partners on the basis of the agreed value of the contributions made by each partner to the extent they have been received by the partnership and have not been returned. As used in this section, the term "agreed value" means an amount or other measure of value as (i) is provided in the partnership agreement, or (ii) if not provided in the partnership agreement, is required to be set forth in the written records required pursuant to G.S. 59-106. (1985 (Reg. Sess., 1986), c. 989, s. 2; 1999-362, s. 25.)
2023 North Carolina General Statutes › Chapter 59 - Partnership › Article 5 - Revised Uniform Limited Partnership Act. › § 59-601 - Interim distributions.

§ 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 before the dissolution and winding up thereof to the extent and at the times or upon the happening of the events specified in the partnership agreement. (1985 (Reg. Sess., 1986), c. 989, s. 2.)
2023 North Carolina General Statutes › Chapter 59 - Partnership › Article 5 - Revised Uniform Limited Partnership Act. › § 59-602 - Withdrawal of general partner.

§ 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 to the other partners, but if the withdrawal violates the partnership agreement, the limited partnership may recover from the withdrawing general partner, in addition to its other remedies, any damages for breach of the partnership agreement and may offset the damages against the amount otherwise distributable or payable to the partner. (1985 (Reg. Sess., 1986), c. 989, s. 2; 1999-362, s. 26.)
2023 North Carolina General Statutes › Chapter 59 - Partnership › Article 5 - Revised Uniform Limited Partnership Act. › § 59-603 - Withdrawal of limited partner.

§ 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 accordance with the partnership agreement, including any amendment or addendum to the partnership agreement agreed upon by the partners unanimously or in accordance with the terms of the agreement and made in connection with any permitted withdrawal. If the partnership agreement does not specify in writing the time or the events upon the happening of which a limited partner may withdraw, a limited partner may not withdraw prior to the time for the dissolution and winding up of the limited partnership. (1985 (Reg. Sess., 1986), c. 989, s. 2; 1999-362, s. 27.)
2023 North Carolina General Statutes › Chapter 59 - Partnership › Article 5 - Revised Uniform Limited Partnership Act. › § 59-604 - Distribution upon withdrawal.

§ 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 partnership agreement and, if not otherwise provided in the agreement, the partner is entitled to receive, within a reasonable time after withdrawal, the fair value of the partner's partnership interest in the limited partnership as of the date of withdrawal, based upon the partner's right to share in distributions from the limited partnership. (1985 (Reg. Sess., 1986), c. 989, s. 2; 1999-362, s. 28.)
2023 North Carolina General Statutes › Chapter 59 - Partnership › Article 5 - Revised Uniform Limited Partnership Act. › § 59-605 - Distribution in kind.

§ 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 and receive any distribution from a limited partnership in any form other than cash; and (2) a partner may not be compelled to accept a distribution of any asset in kind from a limited partnership to the extent that the percentage of the asset distributed to him exceeds a percentage of that asset which is equal to the percentage in which he shares in distributions from the limited partnership. (1985 (Reg. Sess., 1986), c. 989, s. 2.)
2023 North Carolina General Statutes › Chapter 59 - Partnership › Article 5 - Revised Uniform Limited Partnership Act. › § 59-606 - Right to distribution.

§ 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 the status of, and is entitled to all remedies available to, a creditor of the limited partnership with respect to the distribution. (1985 (Reg. Sess., 1986), c. 989, s. 2; 1999-362, s. 29.)
2023 North Carolina General Statutes › Chapter 59 - Partnership › Article 5 - Revised Uniform Limited Partnership Act. › § 59-607 - Limitations on distribution.

§ 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 limited partnership, other than liabilities to partners on account of their partnership interests, exceed the fair value of the partnership assets. (1985 (Reg. Sess., 1986), c. 989, s. 2.)
2023 North Carolina General Statutes › Chapter 59 - Partnership › Article 5 - Revised Uniform Limited Partnership Act. › § 59-608 - Liability upon return of contribution.

§ 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 liable to the limited partnership for a period of one year thereafter for the amount of the returned contribution, but only to the extent necessary to discharge the limited partnership's liabilities to creditors who extended credit to the limited partnership during the period the contribution was held by the partnership.
(b) If a partner has received the return of any part of his contribution in violation of the partnership agreement or this Article, he is liable to the limited partnership for a period of six years thereafter for the amount of the contribution wrongfully returned.
(c) A partner receives a return of the partner's contribution to the extent that a distribution to the partner reduces the partner's share of the fair value of the net assets of the limited partnership below the agreed value of the partner's contribution which has not been distributed to the partner. As used in this section, the term "agreed value" means an amount or other measure of value as (i) is provided in the partnership agreement, or (ii) if not provided in the partnership agreement, is required to be set forth in the written records required pursuant to G.S. 59-106. (1985 (Reg. Sess., 1986), c. 989, s. 2; 1999-362, s. 30.)
2023 North Carolina General Statutes › Chapter 59 - Partnership › Article 5 - Revised Uniform Limited Partnership Act. › § 59-702 - Assignment of partnership interest.

§ 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 partnership interest does not dissolve a limited partnership or entitle the assignee to become or to exercise any rights of a partner. An assignment entitles the assignee to receive, to the extent assigned, only the allocation and distribution to which the assignor would be entitled. Except as provided in the partnership agreement, a partner ceases to be a partner and to have the power to exercise any rights and powers of a partner upon assignment of all of the partner's partnership interest. Except as provided in the partnership agreement, neither the pledge or granting of a security interest in any or all of the partnership interest of a partner nor the pledge or granting of a lien or other encumbrance against any or all of the partnership interest of a partner shall cause the partner to cease to be a partner or cease to have the power to exercise any rights or powers of a partner. (1985 (Reg. Sess., 1986), c. 989, s. 2; 1987, c. 531, s. 7; 1999-362, s. 31.)
2023 North Carolina General Statutes › Chapter 59 - Partnership › Article 5 - Revised Uniform Limited Partnership Act. › § 59-703 - Rights of creditor.

§ 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 with payment of the unsatisfied amount of the judgment with interest. The general partners shall have no liability to a partner for payments to a judgment creditor pursuant to this provision. To the extent so charged, the judgment creditor has only the rights of an assignee of the partnership interest. This Article does not deprive any partner of the benefit of any exemption laws applicable to his partnership interest. (1985 (Reg. Sess., 1986), c. 989, s. 2.)