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(c) Repealed by Session Laws 2001-387, s. 141.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).)
Structure North Carolina General Statutes
North Carolina General Statutes
Article 5 - Revised Uniform Limited Partnership Act.
§ 59-105 - Registered office and registered agent.
§ 59-106 - Records to be kept.
§ 59-107 - Nature of business.
§ 59-108 - Business transactions of partner with the partnership.
§ 59-201 - Certificate of limited partnership.
§ 59-202 - Amendment to certificate.
§ 59-203 - Cancellation of certificate.
§ 59-204 - Execution of documents.
§ 59-205 - Execution by judicial act.
§ 59-206 - Filing requirements.
§ 59-207 - Liability for false statement in certificate.
§ 59-209 - Certificate of existence.
§ 59-210 - Limited liability limited partnerships.
§ 59-301 - Admission of limited partners.
§ 59-303 - Liability to third parties.
§ 59-304 - Person erroneously believing himself limited partner.
§ 59-401 - Admission of additional general partners.
§ 59-402 - Events of withdrawal.
§ 59-403 - General powers and liabilities.
§ 59-404 - Contributions by a general partner.
§ 59-501 - Form of contribution.
§ 59-502 - Liability for contributions.
§ 59-503 - Sharing income, gain, loss, deduction or credit.
§ 59-504 - Sharing of distributions.
§ 59-601 - Interim distributions.
§ 59-602 - Withdrawal of general partner.
§ 59-603 - Withdrawal of limited partner.
§ 59-604 - Distribution upon withdrawal.
§ 59-605 - Distribution in kind.
§ 59-606 - Right to distribution.
§ 59-607 - Limitations on distribution.
§ 59-608 - Liability upon return of contribution.
§ 59-701 - Nature of partnership interest.
§ 59-702 - Assignment of partnership interest.
§ 59-703 - Rights of creditor.
§ 59-704 - Right of assignee to become limited partner.
§ 59-705 - Power of estate of deceased or incompetent partner.
§ 59-801 - Nonjudicial dissolution.
§ 59-802 - Judicial dissolution.
§ 59-804 - Distribution of assets.
§ 59-903 - Issuance of registration.
§ 59-905 - Changes and amendments.
§ 59-906 - Cancellation of registration.
§ 59-907 - Transaction of business without registration.
§ 59-908 - Action by Attorney General.
§ 59-1005 - Dismissal of action.
§ 59-1051 - Plan of conversion.
§ 59-1052 - Filing of certificate of limited partnership.
§ 59-1053 - Effects of conversion.
§ 59-1054 - Recodified as § 59-1070 by Session Laws 2001-387, s143.
§ 59-1055 - Recodified as § 59-1071 by Session Laws 2001-387, s143.
§ 59-1056 - Recodified as § 59-1072 by Session Laws 2001-387, s143.
§ 59-1057 - Recodified as § 59-1073 by Session Laws 2001-387, s143.
§ 59-1061 - Plan of conversion.
§ 59-1062 - Articles of conversion.
§ 59-1063 - Effects of conversion.
§ 59-1072 - Articles of merger.
§ 59-1073 - Effects of merger.
§ 59-1101 - Construction and application.
§ 59-1102 - Rules for cases not provided for in this Article.
§ 59-1104 - Effective date and repeal.