North Carolina General Statutes
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.)

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.