§ 59-208 – Notice.
59-208. Notice. The fact that a certificate of limited partnership is on file in the office of the Secretary of State is notice that the partnership is a limited partnership and the persons designated therein as general partners are general partners, but it is not notice of any other fact. (1985 (Reg. Sess., 1986), c. […]
§ 59-504 – Sharing of distributions.
59-504. Sharing of distributions. Distributions of cash or other assets of a limited partnership shall be made among the partners, and among classes of partners, in the manner provided in the partnership agreement. To the extent the partnership agreement does not provide for the sharing of distributions among the partners, distributions shall be made among […]
§ 59-209 – Certificate of existence.
59-209. Certificate of existence. (a) Anyone may apply to the Secretary of State to furnish a certificate of existence for a domestic limited partnership or a certificate of authorization for a foreign limited partnership. (b) A certificate of existence or authorization sets forth: (1) The domestic limited partnership’s name or the foreign limited partnership’s name […]
§ 59-210 – Limited liability limited partnerships.
59-210. Limited liability limited partnerships. (a) To become a limited liability limited partnership, a limited partnership shall file with the Secretary of State an application stating: (1) The name of the limited liability limited partnership, which must satisfy the requirements of Article 3 of Chapter 55D of the General Statutes. (2) The street address, and […]
§ 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.)