reglab/statecodes huggingface dataset:
2023 North Carolina General Statutes › Chapter 59 - Partnership › Article 5 - Revised Uniform Limited Partnership Act. › § 59-704 - Right of assignee to become limited partner.

§ 59-704. Right of assignee to become limited partner.
(a) An assignee of a partnership interest, including an assignee of a general partner, may become a limited partner if and to the extent that (1) the assignor gives the assignee that right in accordance with authority described in the partnership agreement, or (2) all other partners consent.
(b) An assignee who has become a limited partner has, to the extent assigned, the rights and powers, and is subject to the restrictions and liabilities, of a limited partner under the partnership agreement and this Article. An assignee who becomes a limited partner also is liable for the obligations of the assignee's assignor to make and return contributions as provided in Parts 5 and 6 of this Article. However, the assignee is not obligated for liabilities that (i) are unknown to the assignee at the time the assignee became a limited partner and (ii) could not be ascertained from the written provisions of the partnership agreement.
(c) If an assignee of a partnership interest becomes a limited partner, the assignor is not released from his liability to the limited partnership under G.S. 59-207, 59-502, and 59-608. (1985 (Reg. Sess., 1986), c. 989, s. 2; 1999-362, s. 32.)
2023 North Carolina General Statutes › Chapter 59 - Partnership › Article 5 - Revised Uniform Limited Partnership Act. › § 59-705 - Power of estate of deceased or incompetent partner.

§ 59-705. Power of estate of deceased or incompetent partner.
If a partner who is an individual dies or a court of competent jurisdiction adjudges him to be incompetent to manage his person or his property, the partner's executor, administrator, guardian, conservator, or other legal representative may exercise all of the partner's rights for the purpose of settling his estate or administering his property, including any power the partner had to give an assignee the right to become a limited partner. If a partner is a corporation, trust, or other entity and is dissolved or terminated, the powers of that partner may be exercised by its legal representative or successor. (1985 (Reg. Sess., 1986), c. 989, s. 2.)
2023 North Carolina General Statutes › Chapter 59 - Partnership › Article 5 - Revised Uniform Limited Partnership Act. › § 59-801 - Nonjudicial dissolution.

§ 59-801. Nonjudicial dissolution.
(a) A limited partnership is dissolved and its affairs shall be wound up upon the happening of the first to occur of the following:
(1) At the time specified in the certificate of limited partnership or upon the happening of events specified in writing in the partnership agreement;
(2) Written consent of all partners;
(3) An event of withdrawal of a general partner unless:
a. At the time there is at least one other general partner, in which case, unless otherwise provided in a written partnership agreement or agreed upon by all remaining partners, (i) the limited partnership is not dissolved, (ii) the limited partnership shall not be wound up, and (iii) the business of the limited partnership shall be continued by the remaining general partners; or
b. Within 90 days after the withdrawal, all remaining partners, or a lesser number or portion of the partners provided in the partnership agreement, agree in writing to continue the business of the limited partnership and to the appointment of one or more additional general partners if necessary or desired, in which case the limited partnership is not dissolved and is not required to be wound up by reason of the event of withdrawal;
(3a) Ninety days after the withdrawal of the limited partnership's last limited partner, unless the limited partnership admits at least one limited partner before the end of the 90 days; or
(4) Entry of a decree of judicial dissolution under G.S. 59-802.
(b) The causes of dissolution of a limited partnership shall be governed solely by this Article. Article 2 of this Chapter, which governs the causes of dissolution of a partnership without limited partners, does not apply and shall not govern the causes of dissolution of a limited partnership. (1985 (Reg. Sess., 1986), c. 989, s. 2; 1999-362, s. 33.)
2023 North Carolina General Statutes › Chapter 59 - Partnership › Article 5 - Revised Uniform Limited Partnership Act. › § 59-802 - Judicial dissolution.

§ 59-802. Judicial dissolution.
On application by or for a partner the court may decree dissolution of a limited partnership whenever it is not reasonably practicable to carry on the business in conformity with the partnership agreement. The limited partnership's name becomes available for use by another entity as provided in 55D-21. (1985 (Reg. Sess., 1986), c. 989, s. 2; 2001-358, s. 36; 2001-387, ss. 173, 175(a); 2001-413, s. 6.)
2023 North Carolina General Statutes › Chapter 59 - Partnership › Article 5 - Revised Uniform Limited Partnership Act. › § 59-803 - Winding up.

§ 59-803. Winding up.
Except as provided in the partnership agreement, the general partners who have not wrongfully dissolved a limited partnership or, if none, the limited partners, may wind up the limited partnership's affairs; but the court may wind up the limited partnership's affairs upon application of any partner, his legal representative, or assignee. (1985 (Reg. Sess., 1986), c. 989, s. 2.)
2023 North Carolina General Statutes › Chapter 59 - Partnership › Article 5 - Revised Uniform Limited Partnership Act. › § 59-804 - Distribution of assets.

§ 59-804. Distribution of assets.
Upon the winding up of a limited partnership, the assets shall be distributed as follows:
(1) To creditors, including limited partners who are creditors, to the extent otherwise permitted by law, in satisfaction of liabilities of the limited partnership other than liabilities for distributions to partners under G.S. 59-601 or G.S. 59-604;
(2) To general partners who are creditors to the extent otherwise permitted by law, in satisfaction of liabilities of the limited partnership other than liabilities for distributions to partners under G.S. 59-601 or G.S. 59-604;
(3) Except as provided in the partnership agreement, to partners and former partners in satisfaction of liabilities for distributions under G.S. 59-601 or G.S. 59-604; and
(4) Except as provided in the partnership agreement, to partners first for the return of their contributions and secondly respecting their partnership interests, in the proportions in which the partners share in distributions. (1985 (Reg. Sess., 1986), c. 989, s. 2.)
2023 North Carolina General Statutes › Chapter 59 - Partnership › Article 5 - Revised Uniform Limited Partnership Act. › § 59-901 - Law governing.

§ 59-901. Law governing.
Subject to the Constitution of this State, (i) the laws of the jurisdiction under which a foreign limited partnership is organized govern its organization and internal affairs and the liability of its partners, and (ii) a foreign limited partnership may not be denied registration by reason of any difference between those laws and the laws of this State. (1985 (Reg. Sess., 1986), c. 989, s. 2; 1999-362, s. 34.)
2023 North Carolina General Statutes › Chapter 59 - Partnership › Article 5 - Revised Uniform Limited Partnership Act. › § 59-903 - Issuance of registration.

§ 59-903. Issuance of registration.
If the Secretary of State finds that an application satisfies the requirements of this Article, the Secretary shall, when all requisite fees have been tendered as in this Article prescribed:
(1) Endorse on the application the word "filed", and the hour, day, month and year of the filing thereof;
(2) File in the office of the Secretary of State the application;
(3) Issue a certificate of authority to transact business in this State to which the Secretary shall affix the conformed copy of the application; and
(4) Send to the foreign limited partnership or its representative the certificate of authority, together with the conformed copy of the application affixed thereto. (1985 (Reg. Sess., 1986), c. 989, s. 2; 1987, c. 531, s. 8; 1997-485, s. 27; 1999-362, s. 35.)
2023 North Carolina General Statutes › Chapter 59 - Partnership › Article 5 - Revised Uniform Limited Partnership Act. › § 59-904 - Name.

§ 59-904. Name.
A foreign limited partnership may register with the Secretary of State under any name that meets the requirements of Article 3 of Chapter 55D of the General Statutes. (1985 (Reg. Sess., 1986), c. 989, s. 2; 2001-358, s. 35; 2001-387, ss. 135, 155, 173, 175(a); 2001-413, s. 6.)
2023 North Carolina General Statutes › Chapter 59 - Partnership › Article 5 - Revised Uniform Limited Partnership Act. › § 59-905 - Changes and amendments.

§ 59-905. Changes and amendments.
If any statement in the application for registration of a foreign limited partnership was false when made or any arrangements or other facts described have changed, making the application inaccurate in any respect, the foreign limited partnership shall promptly file in the office of the Secretary of State an original and one conformed copy of a certificate, signed by a general partner, correcting such statement. (1985 (Reg. Sess., 1986), c. 989, s. 2.)
2023 North Carolina General Statutes › Chapter 59 - Partnership › Article 5 - Revised Uniform Limited Partnership Act. › § 59-906 - Cancellation of registration.

§ 59-906. Cancellation of registration.
A foreign limited partnership may cancel its registration by filing with the Secretary of State a certificate of cancellation signed by a general partner. A cancellation does not terminate the authority of the Secretary of State to accept service of process on the foreign limited partnership with respect to causes of action arising out of the transactions of business in this State. (1985 (Reg. Sess., 1986), c. 989, s. 2.)
2023 North Carolina General Statutes › Chapter 59 - Partnership › Article 5 - Revised Uniform Limited Partnership Act. › § 59-907 - Transaction of business without registration.

§ 59-907. Transaction of business without registration.
(a) No foreign limited partnership transacting business in this State without permission obtained through a certificate of authority under this Article shall be permitted to maintain any action or proceeding in any court of this State unless such foreign limited partnership shall have obtained a certificate of authority prior to trial.
(b) The failure of a foreign limited partnership to obtain a certificate of authority to transact business in this State shall not impair the validity of any contract or act of the foreign limited partnership and shall not prevent the foreign limited partnership from defending any action or proceeding in any court of this State.
(c) A foreign limited partnership failing to obtain permission to transact business in this State as required by this Article or by prior statutes then applicable shall be liable to the State for the years or parts thereof during which it transacted business in this State without such permission in an amount equal to all fees and taxes which would have been imposed by law upon such foreign limited partnership had it duly applied for and received such permission plus interest and all penalties imposed by law for failure to pay such fees and taxes, plus five hundred dollars ($500.00) and costs. The Attorney General shall bring actions to recover all amounts due the State under the provisions of this section.
(d) The Secretary of State is hereby directed to require that every foreign limited partnership transacting business in this State comply with the provisions of this Article. The Secretary of State is authorized to employ such assistants as shall be deemed necessary in his office for the purpose of enforcing the provisions of this Article and for making such investigations as shall be necessary to ascertain foreign limited partnerships now transacting business in this State which may have failed to comply with the provisions of this Article.
(e) A limited partner of a foreign limited partnership is not liable as a general partner of the foreign limited partnership solely by reason of the foreign limited partnership's having transacted business in this State without registration.
(f) A foreign limited partnership, by transacting business in this State without registration, appoints the Secretary of State as its agent for service of process with respect to causes of action arising out of the transaction of business in this State. (1985 (Reg. Sess., 1986), c. 989, s. 2; 1999-362, s. 36; 2000-140, s. 101(r).)
2023 North Carolina General Statutes › Chapter 59 - Partnership › Article 5 - Revised Uniform Limited Partnership Act. › § 59-908 - Action by Attorney General.

§ 59-908. Action by Attorney General.
The Attorney General may bring an action to restrain a foreign limited partnership from transacting business in this State in violation of this Article. (1985 (Reg. Sess., 1986), c. 989, s. 2.)
2023 North Carolina General Statutes › Chapter 59 - Partnership › Article 5 - Revised Uniform Limited Partnership Act. › § 59-1001 - Right of action.

§ 59-1001. Right of action.
A limited partner may bring an action in the right of a limited partnership to recover a judgment in its favor if general partners with authority to do so have refused to bring the action or if an effort to cause those general partners to bring the action is not likely to succeed. (1985 (Reg. Sess., 1986), c. 989, s. 2.)
2023 North Carolina General Statutes › Chapter 59 - Partnership › Article 5 - Revised Uniform Limited Partnership Act. › § 59-1002 - Proper plaintiff.

§ 59-1002. Proper plaintiff.
In a derivative action, the plaintiff must be a partner at the time of bringing the action and (i) must have been a partner at the time of the transaction that is the subject of the complaint or (ii) the plaintiff's status as a partner must have devolved upon the partner by operation of law or pursuant to the terms of the partnership agreement from a person who was a partner at the time of the transaction. (1985 (Reg. Sess., 1986), c. 989, s. 2; 1999-362, s. 37.)
2023 North Carolina General Statutes › Chapter 59 - Partnership › Article 5 - Revised Uniform Limited Partnership Act. › § 59-1003 - Pleading.

§ 59-1003. Pleading.
In a derivative action, the complaint shall set forth with particularity the effort of the plaintiff to secure initiation of the action by a general partner or the reasons for not making the effort. (1985 (Reg. Sess., 1986), c. 989, s. 2.)
2023 North Carolina General Statutes › Chapter 59 - Partnership › Article 5 - Revised Uniform Limited Partnership Act. › § 59-1004 - Expenses.

§ 59-1004. Expenses.
(a) If a derivative action is successful, in whole or in part, or if anything is received by the plaintiff as a result of a judgment, compromise, or settlement of any action or claim, the court may award the plaintiff reasonable expenses, including reasonable attorney's fees, and shall direct him to remit to the limited partnership the remainder of those proceeds received by him.
(b) In any such action, the court, upon final judgment and a finding that the action was brought without reasonable cause, may require the plaintiff or plaintiffs to pay to the defendant or defendants the reasonable expenses, including attorneys' fees, incurred by them in defense of the action. (1985 (Reg. Sess., 1986), c. 989, s. 2.)
2023 North Carolina General Statutes › Chapter 59 - Partnership › Article 5 - Revised Uniform Limited Partnership Act. › § 59-1005 - Dismissal of action.

§ 59-1005. Dismissal of action.
Such action shall not be discontinued, dismissed, compromised or settled without the approval of the court. If the court shall determine that the interest of the partners or of the creditors of the partnership will be substantially affected by such discontinuance, dismissal, compromise, or settlement, the court, in its discretion, may direct that notice, by publication or otherwise, shall be given to such partners or creditors whose interest it determines will be so affected. If notice is so directed to be given, the court may determine which one or more of the parties to the action shall bear the expense of giving the same, in such amount as the court shall be awarded as costs of the action. (1985 (Reg. Sess., 1986), c. 989, s. 2.)
2023 North Carolina General Statutes › Chapter 59 - Partnership › Article 5 - Revised Uniform Limited Partnership Act. › § 59-1006 - Construction.

§ 59-1006. Construction.
The provisions of this Article shall not be construed to deprive a partner of whatever rights of action he may possess in his individual capacity. (1985 (Reg. Sess., 1986), c. 989, s. 2.)
2023 North Carolina General Statutes › Chapter 59 - Partnership › Article 5 - Revised Uniform Limited Partnership Act. › § 59-1050 - Conversion.

§ 59-1050. Conversion.
A business entity other than a domestic limited partnership may convert to a domestic limited partnership if:
(1) The conversion is permitted by the laws of the state or country governing the organization and internal affairs of the converting business entity; and
(2) The converting business entity complies with the requirements of this part and, to the extent applicable, the laws referred to in subdivision (1) of this section. (1999-369, s. 4.8; 2001-387, s. 139.)
2023 North Carolina General Statutes › Chapter 59 - Partnership › Article 5 - Revised Uniform Limited Partnership Act. › § 59-1051 - Plan of conversion.

§ 59-1051. Plan of conversion.
(a) The converting business entity shall approve a written plan of conversion containing:
(1) The name of the converting business entity, its type of business entity, and the state or country whose laws govern its organization and internal affairs;
(2) The name of the resulting domestic limited partnership into which the converting business entity shall convert;
(3) The terms and conditions of the conversion; and
(4) The manner and basis for converting the interests in the converting business entity into interests, obligations, or securities of the resulting domestic limited partnership or into cash or other property in whole or in part.
(a1) The plan of conversion may contain other provisions relating to the conversion.
(a2) The provisions of the plan of conversion, other than the provisions required by subdivisions (1) and (2) of subsection (a) of this section, may be made dependent on facts objectively ascertainable outside the plan of conversion if the plan of conversion sets forth the manner in which the facts will operate upon the affected provisions. The facts may include any of the following:
(1) Statistical or market indices, market prices of any security or group of securities, interest rates, currency exchange rates, or similar economic or financial data.
(2) A determination or action by the converting business entity or by any other person, group, or body.
(3) The terms of, or actions taken under, an agreement to which the converting business entity is a party, or any other agreement or document.
(b) The plan of conversion shall be approved in accordance with the laws of the state or country governing the organization and internal affairs of the converting business entity.
(c) After a plan of conversion has been approved as provided in subsection (b) of this section, but before a certificate of limited partnership for the resulting domestic limited partnership becomes effective, the plan of conversion may be amended or abandoned to the extent permitted by the laws that govern the organization and internal affairs of the converting business entity. (1999-369, s. 4.8; 2001-387, s. 140; 2005-268, s. 56.)
2023 North Carolina General Statutes › Chapter 59 - Partnership › Article 5 - Revised Uniform Limited Partnership Act. › § 59-1052 - Filing of certificate of limited partnership.

§ 59-1052. Filing of certificate of limited partnership.
(a) After a plan of conversion has been approved by the converting business entity as provided in G.S. 59-1051, a certificate of limited partnership shall be delivered to the Secretary of State for filing. In addition to the matters required or permitted by G.S. 59-201, the certificate of limited partnership shall contain articles of conversion stating:
(1) That the domestic limited partnership is being formed pursuant to a conversion of another business entity;
(2) The name of the converting business entity, its type of business entity, and the state or country whose laws govern its organization and internal affairs; and
(3) That a plan of conversion has been approved by the converting business entity in the manner required by law.
If the plan of conversion is abandoned after the certificate of limited partnership has been filed with the Secretary of State but before the certificate of limited partnership becomes effective, an amendment withdrawing the certificate of limited partnership shall be delivered to the Secretary of State for filing prior to the time the articles of organization become effective.
(b) The conversion takes effect when the certificate of limited partnership becomes effective.
(c) Repealed by Session Laws 2001-387, s. 141.
(d) Certificates of conversion shall also be registered as provided in G.S. 47-18.1. (1999-369, s. 4.8; 2001-387, s. 141; 2002-159, s. 34(b).)
2023 North Carolina General Statutes › Chapter 59 - Partnership › Article 5 - Revised Uniform Limited Partnership Act. › § 59-1053 - Effects of conversion.

§ 59-1053. Effects of conversion.
When the conversion takes effect:
(1) The converting business entity ceases its prior form of organization and continues in existence as the resulting domestic limited partnership;
(2) The title to all real estate and other property owned by the converting business entity continues vested in the resulting domestic limited partnership without reversion or impairment;
(3) All liabilities of the converting business entity continue as liabilities of the resulting domestic limited partnership;
(4) A proceeding pending by or against the converting business entity may be continued as if the conversion did not occur; and
(5) The interests in the converting business entity that are to be converted into interests, obligations, or securities of the resulting domestic limited partnership or into the right to receive cash or other property are thereupon so converted, and the former holders of interests in the converting business entity are entitled only to the rights provided in the plan of conversion.
The conversion shall not affect the liability or absence of liability of any holder of an interest in the converting business entity for any acts, omissions, or obligations of the converting business entity made or incurred prior to the effectiveness of the conversion. The cessation of the existence of the converting business entity in its prior form of organization in the conversion shall not constitute a dissolution or termination of the converting business entity. (1999-369, s. 4.8; 2000-140, s. 101(s).)
2023 North Carolina General Statutes › Chapter 59 - Partnership › Article 5 - Revised Uniform Limited Partnership Act. › §§ 59-1054: Recodified as § 59-1070 by Session Laws 2001-387, s. 143.

§ 59-1054: Recodified as § 59-1070 by Session Laws 2001-387, s. 143.
2023 North Carolina General Statutes › Chapter 59 - Partnership › Article 5 - Revised Uniform Limited Partnership Act. › §§ 59-1055: Recodified as § 59-1071 by Session Laws 2001-387, s. 143.

§ 59-1055: Recodified as § 59-1071 by Session Laws 2001-387, s. 143.
2023 North Carolina General Statutes › Chapter 59 - Partnership › Article 5 - Revised Uniform Limited Partnership Act. › §§ 59-1056: Recodified as § 59-1072 by Session Laws 2001-387, s. 143.

§ 59-1056: Recodified as § 59-1072 by Session Laws 2001-387, s. 143.
2023 North Carolina General Statutes › Chapter 59 - Partnership › Article 5 - Revised Uniform Limited Partnership Act. › §§ 59-1057: Recodified as § 59-1073 by Session Laws 2001-387, s. 143.

§ 59-1057: Recodified as § 59-1073 by Session Laws 2001-387, s. 143.
2023 North Carolina General Statutes › Chapter 59 - Partnership › Article 5 - Revised Uniform Limited Partnership Act. › § 59-1060 - Conversion.

§ 59-1060. Conversion.
A domestic limited partnership may convert to a different business entity if:
(1) The conversion is permitted by the laws of the state or country governing the organization and internal affairs of such other business entity; and
(2) The converting domestic limited partnership complies with the requirements of this Part and, to the extent applicable, the laws referred to in subdivision (1) of this section. (2001-387, s. 142.)
2023 North Carolina General Statutes › Chapter 59 - Partnership › Article 5 - Revised Uniform Limited Partnership Act. › § 59-1062 - Articles of conversion.

§ 59-1062. Articles of conversion.
(a) After a plan of conversion has been approved by the converting domestic limited partnership as provided in G.S. 59-1061, the converting domestic limited partnership shall deliver articles of conversion to the Secretary of State for filing. The articles of conversion shall state:
(1) The name of the converting domestic limited partnership;
(2) The name of the resulting business entity, its type of business entity, the state or country whose laws govern its organization and internal affairs, and, if the resulting business entity is not authorized to transact business or conduct affairs in this State, a designation of its mailing address and a commitment to file with the Secretary of State a statement of any subsequent change in its mailing address; and
(3) That a plan of conversion has been approved by the domestic limited partnership as required by law.
(b) If the domestic limited partnership is converting to a business entity whose formation, or whose status as a registered limited liability partnership as defined in G.S. 59-32, requires the filing of a document with the Secretary of State, then, notwithstanding subsection (a) of this section, the articles of conversion shall be included as part of that document and shall contain the information required by the laws governing the organization and internal affairs of the resulting business entity.
(c) If the plan of conversion is abandoned after the articles of conversion have been filed with the Secretary of State but before the articles of conversion become effective, the converting domestic limited partnership shall deliver to the Secretary of State for filing prior to the time the articles of conversion become effective an amendment of the articles of conversion withdrawing the articles of conversion.
(d) The conversion takes effect when the articles of conversion become effective.
(e) Certificates of conversion shall also be registered as provided in G.S. 47-18.1. (2001-387, s. 142; 2001-487, s. 62(bb).)
2023 North Carolina General Statutes › Chapter 59 - Partnership › Article 5 - Revised Uniform Limited Partnership Act. › § 59-1070 - Merger.

§ 59-1070. Merger.
A domestic limited partnership may merge with one or more other domestic limited partnerships or other business entities if:
(1) The merger is permitted by the laws of the state or country governing the organization and internal affairs of each other merging business entity; and
(2) Each merging domestic limited partnership and each other merging business entity comply with the requirements of this Part, and, to the extent applicable, the laws referred to in subdivision (1) of this section. (1999-369, s. 4.8; 2001-387, ss. 143, 144.)
2023 North Carolina General Statutes › Chapter 59 - Partnership › Article 5 - Revised Uniform Limited Partnership Act. › § 59-1072 - Articles of merger.

§ 59-1072. Articles of merger.
(a) After a plan of merger has been approved by each merging domestic limited partnership and each other merging business entity as provided in G.S. 59-1071, the surviving business entity shall deliver articles of merger to the Secretary of State for filing. The articles of merger shall set forth:
(1) Repealed by Session Laws 2005-268, s. 59, effective October 1, 2005.
(2) For each merging business entity, its name, type of business entity, and the state or country whose laws govern its organization and internal affairs.
(3) The name of the merging business entity that will survive the merger and, if the surviving business entity is not authorized to transact business or conduct affairs in this State, a designation of its mailing address and a commitment to file with the Secretary of State a statement of any subsequent change in its mailing address.
(3a) If the surviving business entity is a domestic limited partnership, any amendment to its certificate of limited partnership as provided in the plan of merger.
(4) A statement that the plan of merger has been approved by each merging business entity in the manner required by law.
(5) Repealed by Session Laws 2005-268, s. 59, effective October 1, 2005.
If the plan of merger is amended after the articles of merger have been filed but before the articles of merger become effective, and any statement in the articles of merger becomes incorrect as a result of the amendment, the surviving business entity promptly shall deliver to the Secretary of State for filing prior to the time the articles of merger become effective an amendment to the articles of merger correcting the incorrect statement. If the articles of merger are abandoned after the articles of merger are filed but before the articles of merger become effective, the surviving business entity shall deliver to the Secretary of State for filing prior to the time the articles of merger become effective an amendment reflecting abandonment of the plan of merger.
(b) A merger takes effect when the articles of merger become effective.
(c) Certificates of merger shall also be registered as provided in G.S. 47-18.1. (1999-369, s. 4.8; 2001-387, ss. 143, 146; 2001-487, s. 62(cc); 2005-268, s. 59.)
2023 North Carolina General Statutes › Chapter 59 - Partnership › Article 5 - Revised Uniform Limited Partnership Act. › § 59-1101 - Construction and application.

§ 59-1101. Construction and application.
This Article shall be so applied and construed to effectuate its general purpose to make uniform the law with respect to the subject of this Article among states enacting it. (1985 (Reg. Sess., 1986), c. 989, s. 2.)
2023 North Carolina General Statutes › Chapter 59 - Partnership › Article 5 - Revised Uniform Limited Partnership Act. › § 59-1102 - Rules for cases not provided for in this Article.

§ 59-1102. Rules for cases not provided for in this Article.
In any case not provided for in this Article the provisions of Article 2 of this Chapter govern. (1985 (Reg. Sess., 1986), c. 989, s. 2.)
2023 North Carolina General Statutes › Chapter 59 - Partnership › Article 5 - Revised Uniform Limited Partnership Act. › § 59-1103 - Severability.

§ 59-1103. Severability.
If any provision of this Article or its application to any person or circumstance is held invalid, the invalidity does not affect other provisions or applications of the Article which can be given effect without the invalid provision or application, and to this end the provisions of this Article are severable. (1985 (Reg. Sess., 1986), c. 989, s. 2.)
2023 North Carolina General Statutes › Chapter 59 - Partnership › Article 5 - Revised Uniform Limited Partnership Act. › § 59-1104 - Effective date and repeal.

§ 59-1104. Effective date and repeal.
(a) Except as set forth below, the effective date of this Article is October 1, 1986, and Article 1 of Chapter 59 of the North Carolina General Statutes is hereby repealed subject to the following:
(1) G.S. 59-501, 59-502, and 59-608 shall apply only to contributions and distributions made after the effective date;
(2) G.S. 59-704 applies only to assignments made after the effective date;
(3) G.S. 59-804 shall not be construed so as to change the priority of creditors for transactions entered into prior to the effective date;
(4) Unless agreed otherwise by the partners, the applicable provisions of existing law governing allocation of profits and losses (rather than the provisions of G.S. 59-503), distribution to a withdrawing partner (rather than the provisions of G.S. 59-604), and the distribution of assets upon the winding up of a limited partnership (rather than the provisions of G.S. 59-804) shall govern limited partnerships formed before the effective date of this Article herein.[;]
(5) The repeal of any prior statutory provision by this Article shall not impair, or otherwise affect, the organization or continued existence of a limited partnership existing at the effective date of this Article, nor shall the repeal by this Article of any such prior provision be construed so as to impair any contract or to affect any right accrued prior to the effective date of this Article; but such limited partnerships shall be subject to the procedural and other requirements of this Article except as otherwise specified in G.S. 59-1104(a). Provided, that failure to comply with the requirements of this Article by such limited partnerships shall not cause loss of limited liability.
(b) Any foreign limited partnership formed under the laws of another jurisdiction doing business in this State prior to the effective date shall within two years thereafter comply with Part 9 of Article 5 of Chapter 59. (1985 (Reg. Sess., 1986), c. 989, s. 2; 1987, c. 531, ss. 9, 10.)
2023 North Carolina General Statutes › Chapter 59 - Partnership › Article 5 - Revised Uniform Limited Partnership Act. › § 59-1106 - Filing, service, and copying fees.

§ 59-1106. Filing, service, and copying fees.
(a) The Secretary of State shall collect the following fees when the documents described in this subsection are delivered to the Secretary of State for filing:
Document Fee
(1) Certificate of limited partnership which does not include an application for registration as a limited liability limited partnership $50.00
(2) Certificate of limited partnership which includes an application for registration as a limited liability limited partnership 125.00
(3) Certificate of amendment 25.00
(4) Certificate of cancellation 25.00
(5) Application for reservation of name 10.00
(6) Notice of transfer of reserved name 10.00
(7) Application for registration of name 10.00
(8) Application for renewal of registration name 10.00
(9) Limited partnership's or foreign limited partnership's statement of change of registered agent or registered office or both 5.00
(10) Agent's statement of change of registered office for each affected partnership 5.00
(11) Agent's statement of resignation No Fee
(12) Designation of registered agent or registered office or both 5.00
(13) Application for registration as foreign limited partnership 50.00
(14) Certificate of amendment of registration as foreign limited partnership 25.00
(15) Cancellation of registration as foreign limited partnership 25.00
(16) Application for certificate of withdrawal by reason of merger, consolidation, or conversion 10.00
(17) Articles of merger 50.00
(18) Articles of conversion (other than articles of conversion included as part of another document) 50.00
(19) Application for registration as a limited liability limited partnership (other than an application included in the certificate of limited partnership) 125.00
(20) Certificate of amendment of registration as a limited liability limited partnership 25.00
(21) Certificate of cancellation of registration as a limited liability limited partnership 25.00
(22) Annual report for a limited liability limited partnership 200.00
(23) Any other document required or permitted to be filed under this Article 10.00
(b) The Secretary of State shall collect a fee of ten dollars ($10.00) each time process is served on the Secretary under this Article. The party to a proceeding causing service of process is entitled to recover this fee as costs if the party prevails in the proceeding.
(c) The Secretary of State shall collect the following fees for copying, comparing, and certifying a copy of any filed document relating to a domestic or foreign limited partnership:
(1) One dollar ($1.00) a page for copying or comparing a copy to the original; and
(2) Fifteen dollars ($15.00) for a paper certificate.
(3) Ten dollars ($10.00) for an electronic certificate.
(d) Repealed by Session Laws 2001-387, s. 171(b), effective January 1, 2002. (1985 (Reg. Sess., 1986), c. 989, s. 2; 1991, c. 574, s. 3; 1995, c. 539, s. 37; 1997-485, s. 13; 2001-358, ss. 10(f), 37; 2001-387, ss. 149, 171(a), 171(b), 173, 175(a); 2001-413, s. 6; 2002-126, s. 29A.31.)
2023 North Carolina General Statutes › Chapter 59 - Partnership › Article 5 - Revised Uniform Limited Partnership Act. › § 59-1107 - Income taxation.

§ 59-1107. Income taxation.
A limited partnership, a foreign limited partnership authorized to transact business in this State, and a partner of one of these partnerships are subject to taxation under Article 4 of Chapter 105 of the General Statutes in accordance with their classification for federal income tax purposes. Accordingly, if a limited partnership or a foreign limited partnership authorized to transact business in this State 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 a limited partnership or a foreign limited partnership authorized to transact business in this State 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 a limited partnership or a foreign limited partnership authorized to transact business in this State 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 limited partnership or a foreign limited partnership to obtain an administrative ruling from the Internal Revenue Service on its classification under the Internal Revenue Code. (2001-387, s. 150.)
2023 North Carolina General Statutes › Chapter 59B - Uniform Unincorporated Nonprofit Association Act › § 59B-2 - Definitions.

§ 59B-2. Definitions.
In this Chapter:
(1) "Member" means a person who, under the rules or practices of a nonprofit association, may participate in the selection of persons authorized to manage the affairs of the nonprofit association or in the development of policy of the nonprofit association.
(2) "Nonprofit association" means an unincorporated organization, other than one created by a trust and other than a limited liability company, consisting of two or more members joined by mutual consent for a common, nonprofit purpose. However, joint tenancy, tenancy in common, or tenancy by the entireties does not by itself establish a nonprofit association, even if the co-owners share use of the property for a nonprofit purpose.
(3) "Person" means an individual, corporation, limited liability company, business trust, estate, trust, partnership, association, joint venture, government, governmental subdivision, agency, or instrumentality, or any other legal or commercial entity.
(4) "State" means a state of the United States, the District of Columbia, the Commonwealth of Puerto Rico, or any territory or insular possession subject to the jurisdiction of the United States. (2006-226, s. 1.)
2023 North Carolina General Statutes › Chapter 59B - Uniform Unincorporated Nonprofit Association Act › § 59B-4 - Title to property; choice of law.

§ 59B-4. Title to property; choice of law.
Real and personal property in this State may be acquired, held, encumbered, and transferred by a nonprofit association, whether or not the nonprofit association or a member has any other relationship to this State. (2006-226, s. 1.)
2023 North Carolina General Statutes › Chapter 59B - Uniform Unincorporated Nonprofit Association Act › § 59B-5 - Real and personal property; nonprofit association as devisee or beneficiary.

§ 59B-5. Real and personal property; nonprofit association as devisee or beneficiary.
(a) A nonprofit association is a legal entity separate from its members for the purposes of acquiring, holding, encumbering, and transferring real and personal property.
(b) A nonprofit association, in its name, may acquire, hold, encumber, or transfer an estate or interest in real or personal property.
(c) A nonprofit association may be a beneficiary of a trust or contract or a devisee.
(d) Any judgments and executions against a nonprofit association bind its real and personal property in like manner as if it were incorporated. (2006-226, s. 1; 2011-284, s. 59.)
2023 North Carolina General Statutes › Chapter 59B - Uniform Unincorporated Nonprofit Association Act › § 59B-6 - Statement of authority as to real property.

§ 59B-6. Statement of authority as to real property.
(a) A nonprofit association may execute and record a statement of authority to transfer an estate or interest in real property in the name of the nonprofit association.
(b) An estate or interest in real property in the name of a nonprofit association may be transferred by a person so authorized in a statement of authority recorded in the office of the register of deeds in the county in which a transfer of the property would be recorded.
(c) A statement of authority must be set forth in a document styled "affidavit" that contains all of the following:
(1) The name of the nonprofit association.
(2) Reserved for future codification purposes.
(3) The street address, and the mailing address if different from the street address, of the nonprofit association, and the county in which it is located, or, if the nonprofit association does not have an address in this State, its address out-of-state.
(4) That the association is an unincorporated nonprofit association.
(5) The name or office of a person authorized to transfer an estate or interest in real property held in the name of the nonprofit association.
(6) That the association has duly authorized the member or agent executing the statement to do so.
(d) A statement of authority must be sworn to and subscribed in the same manner as an affidavit by a member or agent who is not the person authorized to transfer the estate or interest.
(e) The register of deeds shall collect a fee for recording a statement of authority in the amount authorized by G.S. 161-10(a)(1). The register of deeds shall index the name of the nonprofit association and the member or agent signing the statement of authority or any subsequent document relating thereto as Grantor and the name of the appointee as Grantee.
(f) An amendment, including a termination, of a statement of authority must meet the requirements for execution and recording of an original statement. Unless terminated earlier, a recorded statement of authority or its most recent amendment expires by operation of law five years after the date of the most recent recording.
(g) If the record title to real property is in the name of a nonprofit association and the statement of authority is recorded in the office of the register of deeds in the county in which a transfer of real property would be recorded, the authority of the person or officer named in a statement of authority is conclusive in favor of a person who gives value without notice that the person or officer lacks authority. (2006-226, s. 1.)
2023 North Carolina General Statutes › Chapter 59B - Uniform Unincorporated Nonprofit Association Act › § 59B-7 - Liability of members or other persons.

§ 59B-7. Liability of members or other persons.
(a) A nonprofit association is a legal entity separate from its members for the purposes of determining and enforcing rights, duties, and liabilities.
(b) A person is not liable for the contract, tort, or other obligations of a nonprofit association merely because the person is a member, is authorized to participate in the management of the affairs of the nonprofit association, or is referred to as a "member" by the nonprofit association.
(c) Reserved for future codification purposes.
(d) A tortious act or omission of a member or other person for which a nonprofit association is liable is not imputed to a person merely because the person is a member of the nonprofit association, is authorized to participate in the management of the affairs of the nonprofit association, or is referred to as a "member" by the nonprofit association.
(e) A member of, or a person referred to as a "member" by, a nonprofit association may assert a claim against or on behalf of the nonprofit association. A nonprofit association may assert a claim against a member or a person referred to as a "member" by the nonprofit association. (2006-226, s. 1.)
2023 North Carolina General Statutes › Chapter 59B - Uniform Unincorporated Nonprofit Association Act › § 59B-8 - Capacity to assert and defend; standing.

§ 59B-8. Capacity to assert and defend; standing.
(a) A nonprofit association, in its name, may institute, defend, intervene, or participate in a judicial, administrative, or other governmental proceeding or in an arbitration, mediation, or any other form of alternative dispute resolution.
(b) A nonprofit association may assert a claim in its name on behalf of its members or persons referred to as "members" by the nonprofit association if one or more of them have standing to assert a claim in their own right, the interests the nonprofit association seeks to protect are germane to its purposes, and neither the claim asserted nor the relief requested requires the participation of a member or a person referred to as a "member" by the nonprofit association. (2006-226, s. 1.)
2023 North Carolina General Statutes › Chapter 59B - Uniform Unincorporated Nonprofit Association Act › § 59B-9 - Effect of judgment or order.

§ 59B-9. Effect of judgment or order.
A judgment or order against a nonprofit association is not by itself a judgment or order against a member, a person referred to as a "member" by the nonprofit association, or a person authorized to participate in the management of the affairs of the nonprofit association. (2006-226, s. 1.)
2023 North Carolina General Statutes › Chapter 59B - Uniform Unincorporated Nonprofit Association Act › § 59B-10 - Disposition of personal property of inactive nonprofit association.

§ 59B-10. Disposition of personal property of inactive nonprofit association.
If a nonprofit association has been inactive for three years or longer, or a different period specified in a document of the nonprofit association, a person in possession or control of personal property of the nonprofit association may transfer custody of the property:
(1) If a document of the nonprofit association or document of gift specifies a person to whom transfer is to be made under these circumstances, to that person; or
(2) If no person is so specified, to a nonprofit association, nonprofit corporation, or other nonprofit entity pursuing broadly similar purposes, or to a government or governmental subdivision, agency, or instrumentality. (2006-226, s. 1.)