North Carolina General Statutes
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.)

Structure North Carolina General Statutes

North Carolina General Statutes

Chapter 59 - Partnership

Article 5 - Revised Uniform Limited Partnership Act.

§ 59-101 - Short title.

§ 59-102 - Definitions.

§ 59-103 - Name.

§ 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.

§ 59-208 - Notice.

§ 59-209 - Certificate of existence.

§ 59-210 - Limited liability limited partnerships.

§ 59-301 - Admission of limited partners.

§ 59-302 - Voting.

§ 59-303 - Liability to third parties.

§ 59-304 - Person erroneously believing himself limited partner.

§ 59-305 - Information.

§ 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.

§ 59-405 - Voting.

§ 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.

§ 59-803 - Winding up.

§ 59-804 - Distribution of assets.

§ 59-901 - Law governing.

§ 59-902 - Registration.

§ 59-903 - Issuance of registration.

§ 59-904 - Name.

§ 59-905 - Changes and amendments.

§ 59-906 - Cancellation of registration.

§ 59-907 - Transaction of business without registration.

§ 59-908 - Action by Attorney General.

§ 59-909 - Withdrawal of foreign limited partnership by reason of a merger, consolidation, or conversion.

§ 59-1001 - Right of action.

§ 59-1002 - Proper plaintiff.

§ 59-1003 - Pleading.

§ 59-1004 - Expenses.

§ 59-1005 - Dismissal of action.

§ 59-1006 - Construction.

§ 59-1050 - Conversion.

§ 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.

§ 59-1060 - Conversion.

§ 59-1061 - Plan of conversion.

§ 59-1062 - Articles of conversion.

§ 59-1063 - Effects of conversion.

§ 59-1070 - Merger.

§ 59-1071 - Plan of merger.

§ 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.

§ 59-1103 - Severability.

§ 59-1104 - Effective date and repeal.

§ 59-1106 - Filing, service, and copying fees.

§ 59-1107 - Income taxation.