§ 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 […]
§ 59-601 – Interim distributions.
59-601. Interim distributions. Except as provided in this Article, a partner is entitled to receive distributions from a limited partnership before his withdrawal from the limited partnership and before the dissolution and winding up thereof to the extent and at the times or upon the happening of the events specified in the partnership agreement. (1985 […]
§ 59-602 – Withdrawal of general partner.
59-602. Withdrawal of general partner. After filing of the original certificate of limited partnership, a general partner may withdraw from a limited partnership at any time by giving written notice to the other partners, but if the withdrawal violates the partnership agreement, the limited partnership may recover from the withdrawing general partner, in addition to […]
§ 59-603 – Withdrawal of limited partner.
59-603. Withdrawal of limited partner. A limited partner may withdraw from a limited partnership only at the time or upon the happening of events specified in writing in and in accordance with the partnership agreement, including any amendment or addendum to the partnership agreement agreed upon by the partners unanimously or in accordance with the […]
§ 59-604 – Distribution upon withdrawal.
59-604. Distribution upon withdrawal. Except as provided in this Article, upon withdrawal any withdrawing partner is entitled to receive any distribution to which the partner is entitled under the partnership agreement and, if not otherwise provided in the agreement, the partner is entitled to receive, within a reasonable time after withdrawal, the fair value of […]
§ 59-605 – Distribution in kind.
59-605. Distribution in kind. Except as provided in writing in the limited partnership agreement, (1) a partner, regardless of the nature of his contribution, has no right to demand and receive any distribution from a limited partnership in any form other than cash; and (2) a partner may not be compelled to accept a distribution […]
§ 59-606 – Right to distribution.
59-606. Right to distribution. Subject to the other provisions of Part 6 of this Article, at the time a partner becomes entitled to receive a distribution, the partner has the status of, and is entitled to all remedies available to, a creditor of the limited partnership with respect to the distribution. (1985 (Reg. Sess., 1986), […]