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.)
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.