§ 59-1001 – Right of action.
59-1001. Right of action. A limited partner may bring an action in the right of a limited partnership to recover a judgment in its favor if general partners with authority to do so have refused to bring the action or if an effort to cause those general partners to bring the action is not likely […]
§ 59-1002 – Proper plaintiff.
59-1002. Proper plaintiff. In a derivative action, the plaintiff must be a partner at the time of bringing the action and (i) must have been a partner at the time of the transaction that is the subject of the complaint or (ii) the plaintiff’s status as a partner must have devolved upon the partner by […]
§ 59-1003 – Pleading.
59-1003. Pleading. In a derivative action, the complaint shall set forth with particularity the effort of the plaintiff to secure initiation of the action by a general partner or the reasons for not making the effort. (1985 (Reg. Sess., 1986), c. 989, s. 2.)
§ 59-1004 – Expenses.
59-1004. Expenses. (a) If a derivative action is successful, in whole or in part, or if anything is received by the plaintiff as a result of a judgment, compromise, or settlement of any action or claim, the court may award the plaintiff reasonable expenses, including reasonable attorney’s fees, and shall direct him to remit to […]
§ 59-802 – Judicial dissolution.
59-802. Judicial dissolution. On application by or for a partner the court may decree dissolution of a limited partnership whenever it is not reasonably practicable to carry on the business in conformity with the partnership agreement. The limited partnership’s name becomes available for use by another entity as provided in 55D-21. (1985 (Reg. Sess., 1986), […]
§ 59-803 – Winding up.
59-803. Winding up. Except as provided in the partnership agreement, the general partners who have not wrongfully dissolved a limited partnership or, if none, the limited partners, may wind up the limited partnership’s affairs; but the court may wind up the limited partnership’s affairs upon application of any partner, his legal representative, or assignee. (1985 […]
§ 59-804 – Distribution of assets.
59-804. Distribution of assets. Upon the winding up of a limited partnership, the assets shall be distributed as follows: (1) To creditors, including limited partners who are creditors, to the extent otherwise permitted by law, in satisfaction of liabilities of the limited partnership other than liabilities for distributions to partners under G.S. 59-601 or G.S. […]
§ 59-901 – Law governing.
59-901. Law governing. Subject to the Constitution of this State, (i) the laws of the jurisdiction under which a foreign limited partnership is organized govern its organization and internal affairs and the liability of its partners, and (ii) a foreign limited partnership may not be denied registration by reason of any difference between those laws […]
§ 59-902 – Registration.
59-902. Registration. (a) Before transacting business in this State, a foreign limited partnership shall procure a certificate of authority to transact business in this State from the Secretary of State. No foreign limited partnership shall be entitled to transact in this State any business which a limited partnership organized under this Article is not permitted […]
§ 59-903 – Issuance of registration.
59-903. Issuance of registration. If the Secretary of State finds that an application satisfies the requirements of this Article, the Secretary shall, when all requisite fees have been tendered as in this Article prescribed: (1) Endorse on the application the word "filed", and the hour, day, month and year of the filing thereof; (2) File […]