US Lawyer Database

§ 59-702 – Assignment of partnership interest.

59-702. Assignment of partnership interest. Except as provided in the partnership agreement, a partnership interest is assignable in whole or in part. Subject to G.S. 59-801(3) an assignment of a partnership interest does not dissolve a limited partnership or entitle the assignee to become or to exercise any rights of a partner. An assignment entitles […]

§ 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 […]

§ 59-301 – Admission of limited partners.

59-301. Admission of limited partners. (a) In connection with the formation of a limited partnership, a person is admitted as a limited partner upon the later to occur of: (1) The formation of the limited partnership; or (2) The time provided for becoming a limited partner pursuant to and upon compliance with the partnership agreement. […]

§ 59-302 – Voting.

59-302. Voting. The partnership agreement may grant to all or a specified group of the limited partners the right to vote (on a per capita or other basis) upon any matter. (1985 (Reg. Sess., 1986), c. 989, s. 2; 1999-362, s. 17.)

§ 59-303 – Liability to third parties.

59-303. Liability to third parties. A limited partner is not liable for the obligations of a limited partnership by reason of being a limited partner and does not become liable for the obligations of a limited partnership by participating in the management or control of the business of the limited partnership. (1985 (Reg. Sess., 1986), […]

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

59-304. Person erroneously believing himself limited partner. (a) Except as provided in subsection (b), a person who makes a contribution to a business enterprise and erroneously but in good faith believes that the person has become a limited partner in the enterprise is not a general partner in the enterprise and is not bound by […]

§ 59-305 – Information.

59-305. Information. Each limited partner has the right to: (1) Inspect and copy any of the partnership records required to be maintained by G.S. 59-106; and (2) Obtain from the general partners from time to time upon reasonable demand (i) true and full information regarding the state of the business and financial condition of the […]

§ 59-401 – Admission of additional general partners.

59-401. Admission of additional general partners. Unless otherwise provided in the partnership agreement, after the filing of a limited partnership’s original certificate of limited partnership, additional general partners may be admitted only with the specific written consent of each partner. (1985 (Reg. Sess., 1986), c. 989, s. 2.)