§ 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 […]
§ 59-607 – Limitations on distribution.
59-607. Limitations on distribution. A partner shall not receive a distribution from a limited partnership to the extent that, after giving effect to the distribution, all liabilities of the limited partnership, other than liabilities to partners on account of their partnership interests, exceed the fair value of the partnership assets. (1985 (Reg. Sess., 1986), c. […]
§ 59-608 – Liability upon return of contribution.
59-608. Liability upon return of contribution. (a) If a partner has received the return of any part of his contribution without violation of the partnership agreement or this Article, he is liable to the limited partnership for a period of one year thereafter for the amount of the returned contribution, but only to the extent […]
§ 59-701 – Nature of partnership interest.
59-701. Nature of partnership interest. A partnership interest is personal property. (1985 (Reg. Sess., 1986), c. 989, s. 2.)
§ 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 […]