§ 59-502 – Liability for contributions.
59-502. Liability for contributions. (a) Except as provided in the partnership agreement, a partner is obligated to the limited partnership to perform any enforceable promise to contribute cash or property or to perform services, even if the partner is unable to perform because of death, disability or any other reason. If a partner does not […]
§ 59-207 – Liability for false statement in certificate.
59-207. Liability for false statement in certificate. If any certificate of limited partnership or certificate of amendment or cancellation contains a false statement, one who suffers loss by reliance on the statement may recover damages for the loss from: (1) Any person who executes the certificate, or causes another to execute it on his behalf, […]
§ 59-503 – Sharing income, gain, loss, deduction or credit.
59-503. Sharing income, gain, loss, deduction or credit. Income, gain, loss, deduction or credit of a limited partnership shall be allocated 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 allocation of items of income, gain, loss, […]
§ 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), […]