59-31. North Carolina Uniform Partnership Act. Articles 2 through 4A, inclusive, of this Chapter shall be known and may be cited as the North Carolina Uniform Partnership Act. (1941, c. 374, s. 1; 2000-140, s. 101(j); 2001-487, s. 20.)
59-32. Definition of terms. As used in this Chapter, except as otherwise defined in Article 5 of this Chapter for purposes of that Article, the following definitions apply: (1) Act. – The North Carolina Uniform Partnership Act and refers to all provisions therein. (1a) Bankrupt. – Bankrupt under the Federal Bankruptcy Act or insolvent under […]
59-33. Interpretation of knowledge and notice. (a) A person has "knowledge" of a fact within the meaning of this Act not only when he has actual knowledge thereof, but also when he has knowledge of such other facts as in the circumstances show bad faith. (b) A person has "notice" of a fact within the […]
59-34. Rules of construction. (a) The rule that statutes in derogation of the common law are to be strictly construed shall have no application to this Act. (b) The law of estoppel shall apply under this Act. (c) The law of agency shall apply under this Act. (d) This Article shall be so interpreted and […]
59-35. Rules for cases not provided for in this Act. In any case not provided for in this Act, the rules of law and equity, including the law merchant, shall govern. (1941, c. 374, s. 5; 2000-140, s. 101(m).)
59-35.1. Filing of documents. (a) A document required or permitted by this Act to be filed by the Secretary of State must be filed under Chapter 55D of the General Statutes. (b) A document submitted for filing by the Secretary of State on behalf of a general partnership must be executed by a general partner […]
59-35.2. Filing, service, and copying fees. (a) The Secretary of State shall collect the following fees when the documents described in this subsection are submitted by a partnership to the Secretary of State for filing: Document Fee (1) Application for reserved name …………………………………………………… $10.00 (2) Notice of transfer of reserved name ……………………………………………. 10.00 (3) Application […]
59-36. Partnership defined. (a) A partnership is an association of two or more persons to carry on as co-owners a business for profit. (b) But any association formed under any other statute of this State, or any statute adopted by authority, other than the authority of this State, is not a partnership under this Article, […]
59-37. Rules for determining the existence of a partnership. In determining whether a partnership exists, these rules shall apply: (1) Except as provided by G.S. 59-46 persons who are not partners as to each other are not partners as to third persons. (2) Joint tenancy, tenancy in common, tenancy by the entireties, joint property, common […]
59-38. Partnership property. (a) All property originally brought into the partnership stock or subsequently acquired by purchase or otherwise, on account of the partnership, is partnership property. (b) Unless the contrary intention appears, property acquired with partnership funds is partnership property. (c) Any estate in real property may be acquired in the partnership name. Title […]
59-39. Partner agent of partnership as to partnership business. (a) Every partner is an agent of the partnership for the purpose of its business, and the act of every partner, including the execution in the partnership name of any instrument, for apparently carrying on in the usual way the business of the partnership of which […]
59-39.1. Act, admission or acknowledgment by partner. After a cause of action has accrued on any obligation of a partnership, any act, admission or acknowledgment by any partner acting in the ordinary course of the business of the partnership or with the authority of his copartners which removes the bar of the statute of limitations […]
59-40. Conveyance of real property of the partnership. (a) Where title to real property is in the partnership name, any partner may convey title to such property by a conveyance executed in the partnership name; but the partnership may recover such property unless the partner’s act binds the partnership under the provisions of subsection (a) […]
59-41. Partnership bound by admission of partner. An admission or representation made by any partner concerning partnership affairs within the scope of his authority as conferred by this Act is evidence against the partnership. (1941, c. 374, s. 11; 2000-140, s. 101(n).)
59-42. Partnership charged with knowledge of or notice to partner. Notice to any partner of any matter relating to partnership affairs, and the knowledge of the partner acting in the particular matter, acquired while a partner or then present to his mind, and the knowledge of any other partner who reasonably could and should have […]
59-43. Partnership bound by partner’s wrongful act. Where, by any wrongful act or omission of any partner acting in the ordinary course of the business of the partnership or with the authority of his copartners, loss or injury is caused to any person, not being a partner in the partnership, or any penalty is incurred, […]
59-44. Partnership bound by partner’s breach of trust. The partnership is bound to make good the loss: (1) Where one partner acting within the scope of his apparent authority receives money or property of a third person and misapplies it; and (2) Where the partnership in the course of its business receives money or property […]
59-45. Nature of partner’s liability in ordinary partnerships and in registered limited liability partnerships. (a) Except as provided by subsections (a1) and (b) of this section, all partners are jointly and severally liable for the acts and obligations of the partnership. (a1) Except as provided in subsection (b) of this section, a partner in a […]
59-46. Partner by estoppel. (a) When a person, by words spoken or written, by conduct, or by contract, represents himself, or consents to another representing him to anyone, as a partner in an existing partnership or with one or more persons not actual partners, he is liable to any such person to whom such representation […]
59-47. Liability of incoming partner. A person admitted as a partner into an existing partnership is liable for all the obligations of the partnership arising before his admission as though he had been a partner when such obligations were incurred, except that this liability shall be satisfied only out of partnership property. (1941, c. 374, […]
