Ask a question on the site
Questions
Lawyers
Blogs
Legislation
Contacts
Become a lawyer
Login Registration
Article 2 - Uniform Partnership Act.
§ 59-31 - North Carolina Uniform Partnership Act. - 59-31. North Carolina Uniform Partnership Act. Articles 2 through 4A,...
§ 59-32 - Definition of terms. - 59-32. Definition of terms. As used in this Chapter, except...
§ 59-33 - Interpretation of knowledge and notice. - 59-33. Interpretation of knowledge and notice. (a) A person has...
§ 59-34 - Rules of construction. - 59-34. Rules of construction. (a) The rule that statutes in...
§ 59-35 - Rules for cases not provided for in this Act. - 59-35. Rules for cases not provided for in this Act....
§ 59-35.1 - Filing of documents. - 59-35.1. Filing of documents. (a) A document required or permitted...
§ 59-35.2 - Filing, service, and copying fees. - 59-35.2. Filing, service, and copying fees. (a) The Secretary of...
§ 59-36 - Partnership defined. - 59-36. Partnership defined. (a) A partnership is an association of...
§ 59-37 - Rules for determining the existence of a partnership. - 59-37. Rules for determining the existence of a partnership. In...
§ 59-38 - Partnership property. - 59-38. Partnership property. (a) All property originally brought into the...
§ 59-39 - Partner agent of partnership as to partnership business. - 59-39. Partner agent of partnership as to partnership business. (a)...
§ 59-39.1 - Act, admission or acknowledgment by partner. - 59-39.1. Act, admission or acknowledgment by partner. After a cause...
§ 59-40 - Conveyance of real property of the partnership. - 59-40. Conveyance of real property of the partnership. (a) Where...
§ 59-41 - Partnership bound by admission of partner. - 59-41. Partnership bound by admission of partner. An admission or...
§ 59-42 - Partnership charged with knowledge of or notice to partner. - 59-42. Partnership charged with knowledge of or notice to partner....
§ 59-43 - Partnership bound by partner's wrongful act. - 59-43. Partnership bound by partner's wrongful act. Where, by any...
§ 59-44 - Partnership bound by partner's breach of trust. - 59-44. Partnership bound by partner's breach of trust. The partnership...
§ 59-45 - Nature of partner's liability in ordinary partnerships and in registered limited liability partnerships. - 59-45. Nature of partner's liability in ordinary partnerships and in...
§ 59-46 - Partner by estoppel. - 59-46. Partner by estoppel. (a) When a person, by words...
§ 59-47 - Liability of incoming partner. - 59-47. Liability of incoming partner. A person admitted as a...
§ 59-48 - Rules determining rights and duties of partners. - 59-48. Rules determining rights and duties of partners. The rights...
§ 59-49 - Partnership books. - 59-49. Partnership books. The partnership books shall be kept, subject...
§ 59-50 - Duty of partners to render information. - 59-50. Duty of partners to render information. Partners shall render...
§ 59-51 - Partner accountable as a fiduciary. - 59-51. Partner accountable as a fiduciary. (a) Every partner must...
§ 59-52 - Right to an account. - 59-52. Right to an account. Any partner shall have the...
§ 59-53 - Continuation of partnership beyond fixed term. - 59-53. Continuation of partnership beyond fixed term. (a) When a...
§ 59-54 - Extent of property rights of a partner. - 59-54. Extent of property rights of a partner. The property...
§ 59-55 - Nature of a partner's right in specific partnership property. - 59-55. Nature of a partner's right in specific partnership property....
§ 59-56 - Nature of partner's interest in the partnership. - 59-56. Nature of partner's interest in the partnership. A partner's...
§ 59-57 - Assignment of partner's interest. - 59-57. Assignment of partner's interest. (a) A conveyance by a...
§ 59-58 - Partner's interest subject to charging order. - 59-58. Partner's interest subject to charging order. (a) On due...
§ 59-59 - Dissolution defined. - 59-59. Dissolution defined. The dissolution of a partnership is the...
§ 59-60 - Partnership not terminated by dissolution. - 59-60. Partnership not terminated by dissolution. On dissolution the partnership...
§ 59-61 - Causes of dissolution. - 59-61. Causes of dissolution. Dissolution is caused: (1) Without violation...
§ 59-62 - Dissolution by decree of court. - 59-62. Dissolution by decree of court. (a) On application by...
§ 59-63 - General effect of dissolution on authority of partner. - 59-63. General effect of dissolution on authority of partner. Except...
§ 59-64 - Right of partner to contribution from copartners after dissolution. - 59-64. Right of partner to contribution from copartners after dissolution....
§ 59-65 - Power of partner to bind partnership to third persons after dissolution; publication of notice of dissolution. - 59-65. Power of partner to bind partnership to third persons...
§ 59-66 - Effect of dissolution on partner's existing liability. - 59-66. Effect of dissolution on partner's existing liability. (a) The...
§ 59-67 - Right to wind up. - 59-67. Right to wind up. Unless otherwise agreed the partners...
§ 59-68 - Rights of partners to application of partnership property. - 59-68. Rights of partners to application of partnership property. (a)...
§ 59-69 - Rights where partnership is dissolved for fraud or misrepresentation. - 59-69. Rights where partnership is dissolved for fraud or misrepresentation....
§ 59-70 - Rules for distribution. - 59-70. Rules for distribution. In settling accounts between the partners...
§ 59-71 - Liability of persons continuing the business in certain cases. - 59-71. Liability of persons continuing the business in certain cases....
§ 59-72 - Rights of retiring partner or estate of deceased partner when the business is continued. - 59-72. Rights of retiring partner or estate of deceased partner...
§ 59-73 - Accrual of actions. - 59-73. Accrual of actions. The right to an account of...
Article 2A - Conversion and Merger.
§ 59-73.1 - Definitions. - 59-73.1. Definitions. As used in this Article: (1) "Business entity"...
§ 59-73.2 - Recodified as § 0 by Session Laws 2001-387, s105(b). - 59-73.2: Recodified as 59-73.20 by Session Laws 2001-387, s. 105(b).
§ 59-73.3 - Recodified as § 0 by Session Laws 2001-387, s105(b). - 59-73.3: Recodified as 59-73.30 by Session Laws 2001-387, s. 105(b).
§ 59-73.4 - Recodified as § 59-73.31 by Session Laws 2001-387, s105(b). - 59-73.4: Recodified as 59-73.31 by Session Laws 2001-387, s. 105(b).
§ 59-73.5 - Recodified as § 59-73.32 by Session Laws 2001-387, s105(b). - 59-73.5: Recodified as 59-73.32 by Session Laws 2001-387, s. 105(b).
§ 59-73.6 - Recodified as § 59-73.33 by Session Laws 2001-387, s105(b). - 59-73.6: Recodified as 59-73.33 by Session Laws 2001-387, s. 105(b).
§ 59-73.7 - Recodified as § 59-35.1 by Session Laws 2001-358, s9. - 59-73.7: Recodified as 59-35.1 by Session Laws 2001-358, s. 9.
§ 59-73.10 - Conversion. - 59-73.10. Conversion. A business entity other than a domestic partnership...
§ 59-73.11 - Plan of conversion. - 59-73.11. Plan of conversion. (a) The converting business entity shall...
§ 59-73.12 - Filing of articles of conversion by converting business entity. - 59-73.12. Filing of articles of conversion by converting business entity....
§ 59-73.13 - Effects of conversion. - 59-73.13. Effects of conversion. (a) When the conversion takes effect:...
§ 59-73.20 - Conversion. - 59-73.20. Conversion. A domestic partnership may convert to a different...
§ 59-73.21 - Plan of conversion. - 59-73.21. Plan of conversion. (a) The converting domestic partnership shall...
§ 59-73.22 - Articles of conversion. - 59-73.22. Articles of conversion. (a) After a plan of conversion...
§ 59-73.23 - Effects of conversion. - 59-73.23. Effects of conversion. (a) When the conversion takes effect:...
§ 59-73.30 - Merger. - 59-73.30. Merger. A domestic partnership may merge with one or...
§ 59-73.31 - Plan of merger. - 59-73.31. Plan of merger. (a) Each merging domestic partnership and...
§ 59-73.32 - Articles of merger. - 59-73.32. Articles of merger. (a) After a plan of merger...
§ 59-73.33 - Effects of merger. - 59-73.33. Effects of merger. (a) When a merger takes effect:...
Article 3 - Surviving Partners.
§ 59-74 - Surviving partner to give bond. - 59-74. Surviving partner to give bond. Upon the death of...
§ 59-75 - Effect of failure to give bond. - 59-75. Effect of failure to give bond. Upon the failure...
§ 59-76 - Surviving partner and personal representative to make inventory. - 59-76. Surviving partner and personal representative to make inventory. When...
§ 59-77 - When personal representative may take inventory; receiver. - 59-77. When personal representative may take inventory; receiver. If the...
§ 59-78 - Notice to creditors. - 59-78. Notice to creditors. Every surviving partner, within 30 days...
§ 59-79 - Debts paid pro rata; liens. - 59-79. Debts paid pro rata; liens. All debts and demands...
§ 59-80 - Effect of failure to present claim in six months. - 59-80. Effect of failure to present claim in six months....
§ 59-81 - Procedure for purchase by surviving partner. - 59-81. Procedure for purchase by surviving partner. (a) Appraisal of...
§ 59-82 - Surviving partner to account and settle. - 59-82. Surviving partner to account and settle. In case the...
§ 59-83 - Accounting compelled. - 59-83. Accounting compelled. In case any surviving partner fails to...
§ 59-84 - Settlement otherwise provided for. - 59-84. Settlement otherwise provided for. When the original articles of...
Article 3A - Miscellaneous Provisions.
§ 59-84.1 - Partnership to comply with Assumed Business Name Act; income taxation. - 59-84.1. Partnership to comply with Assumed Business Name Act; income...
Article 3B - Registered Limited Liability Partnerships.
§ 59-84.2 - Registered limited liability partnerships. - 59-84.2. Registered limited liability partnerships. (a) A partnership whose internal...
§ 59-84.3 - Name of registered limited liability partnerships. - 59-84.3. Name of registered limited liability partnerships. A registered limited...
§ 59-84.4 - Annual report for Secretary of State. - 59-84.4. Annual report for Secretary of State. (a) Each registered...
§ 59-84.5 - Report of veteran-owned small businesses and service-disabled veteran-owned small businesses. - 59-84.5. Report of veteran-owned small businesses and service-disabled veteran-owned small...
Article 4 - Business under Assumed Name Regulated.
§ 59-85 through 59-88 - Transferred to §§ 66-68 to 66-71 by Session Laws 1951, c381, s7. - 59-85 through 59-88: Transferred to 66-68 to 66-71 by Session...
§ 59-89 - Transferred to § 66-72 by Session Laws 1951, c381, s8. - 59-89. Transferred to 66-72 by Session Laws 1951, c. 381,...
Article 4A - Foreign Limited Liability Partnerships.
§ 59-90 - Law governing foreign limited liability partnership. - 59-90. Law governing foreign limited liability partnership. (a) The law...
§ 59-91 - Statement of foreign registration. - 59-91. Statement of foreign registration. (a) Before transacting business in...
§ 59-92 - Effect of failure to register. - 59-92. Effect of failure to register. (a) A foreign limited...
§ 59-93 - Activities not constituting transacting business. - 59-93. Activities not constituting transacting business. (a) Without excluding other...
§ 59-94 - Action by Attorney General. - 59-94. Action by Attorney General. The Attorney General may maintain...
Article 5 - Revised Uniform Limited Partnership Act.
§ 59-101 - Short title. - 59-101. Short title. This Article may be cited as the...
§ 59-102 - Definitions. - 59-102. Definitions. As used in this Article, unless the context...
§ 59-103 - Name. - 59-103. Name. The name of the limited partnership must meet...
§ 59-105 - Registered office and registered agent. - 59-105. Registered office and registered agent. (a) Each limited partnership...
§ 59-106 - Records to be kept. - 59-106. Records to be kept. (a) Each limited partnership shall...
§ 59-107 - Nature of business. - 59-107. Nature of business. A limited partnership may be formed...
§ 59-108 - Business transactions of partner with the partnership. - 59-108. Business transactions of partner with the partnership. Except as...
§ 59-201 - Certificate of limited partnership. - 59-201. Certificate of limited partnership. (a) In order to form...
§ 59-202 - Amendment to certificate. - 59-202. Amendment to certificate. (a) A certificate of limited partnership...
§ 59-203 - Cancellation of certificate. - 59-203. Cancellation of certificate. A certificate of limited partnership shall...
§ 59-204 - Execution of documents. - 59-204. Execution of documents. (a) Each certificate required by this...
§ 59-205 - Execution by judicial act. - 59-205. Execution by judicial act. If a person fails or...
§ 59-206 - Filing requirements. - 59-206. Filing requirements. A document required or permitted by this...
§ 59-207 - Liability for false statement in certificate. - 59-207. Liability for false statement in certificate. If any certificate...
§ 59-208 - Notice. - 59-208. Notice. The fact that a certificate of limited partnership...
§ 59-209 - Certificate of existence. - 59-209. Certificate of existence. (a) Anyone may apply to the...
§ 59-210 - Limited liability limited partnerships. - 59-210. Limited liability limited partnerships. (a) To become a limited...
§ 59-301 - Admission of limited partners. - 59-301. Admission of limited partners. (a) In connection with the...
§ 59-302 - Voting. - 59-302. Voting. The partnership agreement may grant to all or...
§ 59-303 - Liability to third parties. - 59-303. Liability to third parties. A limited partner is not...
§ 59-304 - Person erroneously believing himself limited partner. - 59-304. Person erroneously believing himself limited partner. (a) Except as...
§ 59-305 - Information. - 59-305. Information. Each limited partner has the right to: (1)...
§ 59-401 - Admission of additional general partners. - 59-401. Admission of additional general partners. Unless otherwise provided in...
§ 59-402 - Events of withdrawal. - 59-402. Events of withdrawal. Except as approved by the specific...
§ 59-403 - General powers and liabilities. - 59-403. General powers and liabilities. (a) Except as provided in...
§ 59-404 - Contributions by a general partner. - 59-404. Contributions by a general partner. A general partner of...
§ 59-405 - Voting. - 59-405. Voting. The partnership agreement may grant to all or...
§ 59-501 - Form of contribution. - 59-501. Form of contribution. The contribution of a partner may...
§ 59-502 - Liability for contributions. - 59-502. Liability for contributions. (a) Except as provided in the...
§ 59-503 - Sharing income, gain, loss, deduction or credit. - 59-503. Sharing income, gain, loss, deduction or credit. Income, gain,...
§ 59-504 - Sharing of distributions. - 59-504. Sharing of distributions. Distributions of cash or other assets...
§ 59-601 - Interim distributions. - 59-601. Interim distributions. Except as provided in this Article, a...
§ 59-602 - Withdrawal of general partner. - 59-602. Withdrawal of general partner. After filing of the original...
§ 59-603 - Withdrawal of limited partner. - 59-603. Withdrawal of limited partner. A limited partner may withdraw...
§ 59-604 - Distribution upon withdrawal. - 59-604. Distribution upon withdrawal. Except as provided in this Article,...
§ 59-605 - Distribution in kind. - 59-605. Distribution in kind. Except as provided in writing in...
§ 59-606 - Right to distribution. - 59-606. Right to distribution. Subject to the other provisions of...
§ 59-607 - Limitations on distribution. - 59-607. Limitations on distribution. A partner shall not receive a...
§ 59-608 - Liability upon return of contribution. - 59-608. Liability upon return of contribution. (a) If a partner...
§ 59-701 - Nature of partnership interest. - 59-701. Nature of partnership interest. A partnership interest is personal...
§ 59-702 - Assignment of partnership interest. - 59-702. Assignment of partnership interest. Except as provided in the...
§ 59-703 - Rights of creditor. - 59-703. Rights of creditor. On application to a court of...
§ 59-704 - Right of assignee to become limited partner. - 59-704. Right of assignee to become limited partner. (a) An...
§ 59-705 - Power of estate of deceased or incompetent partner. - 59-705. Power of estate of deceased or incompetent partner. If...
§ 59-801 - Nonjudicial dissolution. - 59-801. Nonjudicial dissolution. (a) A limited partnership is dissolved and...
§ 59-802 - Judicial dissolution. - 59-802. Judicial dissolution. On application by or for a partner...
§ 59-803 - Winding up. - 59-803. Winding up. Except as provided in the partnership agreement,...
§ 59-804 - Distribution of assets. - 59-804. Distribution of assets. Upon the winding up of a...
§ 59-901 - Law governing. - 59-901. Law governing. Subject to the Constitution of this State,...
§ 59-902 - Registration. - 59-902. Registration. (a) Before transacting business in this State, a...
§ 59-903 - Issuance of registration. - 59-903. Issuance of registration. If the Secretary of State finds...
§ 59-904 - Name. - 59-904. Name. A foreign limited partnership may register with the...
§ 59-905 - Changes and amendments. - 59-905. Changes and amendments. If any statement in the application...
§ 59-906 - Cancellation of registration. - 59-906. Cancellation of registration. A foreign limited partnership may cancel...
§ 59-907 - Transaction of business without registration. - 59-907. Transaction of business without registration. (a) No foreign limited...
§ 59-908 - Action by Attorney General. - 59-908. Action by Attorney General. The Attorney General may bring...
§ 59-909 - Withdrawal of foreign limited partnership by reason of a merger, consolidation, or conversion. - 59-909. Withdrawal of foreign limited partnership by reason of a...
§ 59-1001 - Right of action. - 59-1001. Right of action. A limited partner may bring an...
§ 59-1002 - Proper plaintiff. - 59-1002. Proper plaintiff. In a derivative action, the plaintiff must...
§ 59-1003 - Pleading. - 59-1003. Pleading. In a derivative action, the complaint shall set...
§ 59-1004 - Expenses. - 59-1004. Expenses. (a) If a derivative action is successful, in...
§ 59-1005 - Dismissal of action. - 59-1005. Dismissal of action. Such action shall not be discontinued,...
§ 59-1006 - Construction. - 59-1006. Construction. The provisions of this Article shall not be...
§ 59-1050 - Conversion. - 59-1050. Conversion. A business entity other than a domestic limited...
§ 59-1051 - Plan of conversion. - 59-1051. Plan of conversion. (a) The converting business entity shall...
§ 59-1052 - Filing of certificate of limited partnership. - 59-1052. Filing of certificate of limited partnership. (a) After a...
§ 59-1053 - Effects of conversion. - 59-1053. Effects of conversion. When the conversion takes effect: (1)...
§ 59-1054 - Recodified as § 59-1070 by Session Laws 2001-387, s143. - 59-1054: Recodified as 59-1070 by Session Laws 2001-387, s. 143.
§ 59-1055 - Recodified as § 59-1071 by Session Laws 2001-387, s143. - 59-1055: Recodified as 59-1071 by Session Laws 2001-387, s. 143.
§ 59-1056 - Recodified as § 59-1072 by Session Laws 2001-387, s143. - 59-1056: Recodified as 59-1072 by Session Laws 2001-387, s. 143.
§ 59-1057 - Recodified as § 59-1073 by Session Laws 2001-387, s143. - 59-1057: Recodified as 59-1073 by Session Laws 2001-387, s. 143.
§ 59-1060 - Conversion. - 59-1060. Conversion. A domestic limited partnership may convert to a...
§ 59-1061 - Plan of conversion. - 59-1061. Plan of conversion. (a) The converting domestic limited partnership...
§ 59-1062 - Articles of conversion. - 59-1062. Articles of conversion. (a) After a plan of conversion...
§ 59-1063 - Effects of conversion. - 59-1063. Effects of conversion. (a) When the conversion takes effect:...
§ 59-1070 - Merger. - 59-1070. Merger. A domestic limited partnership may merge with one...
§ 59-1071 - Plan of merger. - 59-1071. Plan of merger. (a) Each merging domestic limited partnership...
§ 59-1072 - Articles of merger. - 59-1072. Articles of merger. (a) After a plan of merger...
§ 59-1073 - Effects of merger. - 59-1073. Effects of merger. (a) When the merger takes effect:...
§ 59-1101 - Construction and application. - 59-1101. Construction and application. This Article shall be so applied...
§ 59-1102 - Rules for cases not provided for in this Article. - 59-1102. Rules for cases not provided for in this Article....
§ 59-1103 - Severability. - 59-1103. Severability. If any provision of this Article or its...
§ 59-1104 - Effective date and repeal. - 59-1104. Effective date and repeal. (a) Except as set forth...
§ 59-1106 - Filing, service, and copying fees. - 59-1106. Filing, service, and copying fees. (a) The Secretary of...
§ 59-1107 - Income taxation. - 59-1107. Income taxation. A limited partnership, a foreign limited partnership...