North Carolina General Statutes 59-102. Definitions
As used in this Article, unless the context otherwise requires:
(1) “Business” means any lawful trade, investment, or other purpose or activity, whether or not the trade, investment, purpose, or activity is carried on for profit.
Terms Used In North Carolina General Statutes 59-102
- Amendment: A proposal to alter the text of a pending bill or other measure by striking out some of it, by inserting new language, or both. Before an amendment becomes part of the measure, thelegislature must agree to it.
- Assets: (1) The property comprising the estate of a deceased person, or (2) the property in a trust account.
- Business: means any lawful trade, investment, or other purpose or activity, whether or not the trade, investment, purpose, or activity is carried on for profit. See North Carolina General Statutes 59-102
- Certificate of limited partnership: means the certificate referred to in N. See North Carolina General Statutes 59-102
- Corporation: A legal entity owned by the holders of shares of stock that have been issued, and that can own, receive, and transfer property, and carry on business in its own name.
- Foreign limited partnership: means a partnership formed under the laws of any state, province, country, or other jurisdiction other than this State and having as partners one or more general partners and one or more limited partners, and includes, for all purposes of the laws of the State of North Carolina, a limited liability limited partnership. See North Carolina General Statutes 59-102
- Foreign nonprofit corporation: means a foreign corporation as defined in N. See North Carolina General Statutes 59-102
- General partner: means a person who has been admitted to a limited partnership as a general partner in accordance with the partnership agreement and named in the certificate of limited partnership as a general partner. See North Carolina General Statutes 59-102
- Jurisdiction: (1) The legal authority of a court to hear and decide a case. Concurrent jurisdiction exists when two courts have simultaneous responsibility for the same case. (2) The geographic area over which the court has authority to decide cases.
- Limited partner: means a person who has been admitted to a limited partnership as a limited partner in accordance with the partnership agreement. See North Carolina General Statutes 59-102
- Obligation: An order placed, contract awarded, service received, or similar transaction during a given period that will require payments during the same or a future period.
- Partner: means a limited or general partner. See North Carolina General Statutes 59-102
- Partnership: A voluntary contract between two or more persons to pool some or all of their assets into a business, with the agreement that there will be a proportional sharing of profits and losses.
- partnership agreement: includes any written or oral agreement, whether or not the agreement is set forth in a document referred to by the partners as a "partnership agreement" and includes any amendment agreed upon by the partners unanimously or in accordance with the terms of the agreement. See North Carolina General Statutes 59-102
- Person: means a natural person, domestic or foreign partnership, domestic or foreign limited partnership, domestic or foreign limited liability company, trust, estate, unincorporated association, domestic or foreign corporation, domestic or foreign nonprofit corporation, or another entity. See North Carolina General Statutes 59-102
- property: shall include all property, both real and personal. See North Carolina General Statutes 12-3
- State: means a state, territory, or possession of the United States, the District of Columbia, or the Commonwealth of Puerto Rico. See North Carolina General Statutes 59-102
- United States: shall be construed to include the said district and territories and all dependencies. See North Carolina General Statutes 12-3
(1a) “Business entity” means a domestic corporation (including a professional corporation as defined in N.C. Gen. Stat. § 55B-2), a foreign corporation (including a foreign professional corporation as defined in N.C. Gen. Stat. § 55B-16), a domestic or foreign nonprofit corporation, a domestic or foreign limited liability company, a domestic limited partnership, a foreign limited partnership, a registered limited liability partnership, a foreign limited liability partnership, or any other partnership as defined in N.C. Gen. Stat. § 59-36 whether or not formed under the laws of this State.
(1b) “Certificate of limited partnership” means the certificate referred to in N.C. Gen. Stat. § 59-201, and the certificate as amended.
(2) “Conformed copy” shall include a photostatic or other photographic copy of the original document.
(3) “Contribution” means any cash, property, services rendered, or a promissory note or other binding obligation to contribute cash or property or to perform services, which a partner contributes to a limited partnership in his capacity as a partner.
(3a) “Domestic corporation” has the same meaning as in N.C. Gen. Stat. § 55-1-40.
(3b) “Domestic limited liability company” has the same meaning as the term “LLC” in N.C. Gen. Stat. § 57D-1-03.
(3c) “Domestic nonprofit corporation” means a corporation as defined in N.C. Gen. Stat. § 55A-1-40.
(4) “Event of withdrawal of a general partner” means an event that causes a person to cease to be a general partner as provided in N.C. Gen. Stat. § 59-402
(4a) “Foreign corporation” has the same meaning as in N.C. Gen. Stat. § 55-1-40.
(4b) “Foreign limited liability company” has the same meaning as the term “foreign LLC” in N.C. Gen. Stat. § 57D-1-03.
(4c) “Foreign limited liability limited partnership” means a foreign limited partnership whose general partners have limited liability for the obligations of the foreign limited partnership under a provision similar to the provisions of N.C. Gen. Stat. § 59-403(b) pertaining to general partners in limited liability limited partnerships.
(5) “Foreign limited partnership” means a partnership formed under the laws of any state, province, country, or other jurisdiction other than this State and having as partners one or more general partners and one or more limited partners, and includes, for all purposes of the laws of the State of North Carolina, a limited liability limited partnership.
(5a) “Foreign nonprofit corporation” means a foreign corporation as defined in N.C. Gen. Stat. § 55A-1-40.
(6) “General partner” means a person who has been admitted to a limited partnership as a general partner in accordance with the partnership agreement and named in the certificate of limited partnership as a general partner.
(6a) “Limited liability limited partnership” and “registered limited liability limited partnership” mean a limited partnership that is registered under and complies with N.C. Gen. Stat. § 59-210
(7) “Limited partner” means a person who has been admitted to a limited partnership as a limited partner in accordance with the partnership agreement.
(8) “Limited partnership” and “domestic limited partnership” mean a partnership formed by two or more persons under the laws of this State and having one or more general partners and one or more limited partners, and includes, for all purposes of the laws of the State of North Carolina, a limited liability limited partnership.
(9) “Partner” means a limited or general partner.
(10) “Partnership agreement” means any valid agreement of the partners as to the affairs of a limited partnership, the conduct of its business, and the responsibilities and rights of its partners. The term “partnership agreement” includes any written or oral agreement, whether or not the agreement is set forth in a document referred to by the partners as a “partnership agreement”, and includes any amendment agreed upon by the partners unanimously or in accordance with the terms of the agreement. The term also includes any agreement of the partners to waive or revise the terms of the partnership agreement in one or more specific instances and not necessarily on an ongoing or permanent basis.
(11) “Partnership interest” means a partner’s share of the allocations of income, gain, loss, deduction or credit of a limited partnership and the right to receive distributions of cash or other partnership assets.
(12) “Person” means a natural person, domestic or foreign partnership, domestic or foreign limited partnership, domestic or foreign limited liability company, trust, estate, unincorporated association, domestic or foreign corporation, domestic or foreign nonprofit corporation, or another entity.
(12a) “Principal office” means the office (in or out of this State) where the principal executive offices of a limited liability limited partnership or foreign limited partnership are located, in the case of a limited liability limited partnership as designated in its most recent annual report filed with the Secretary of State or, if no annual report has yet been filed, in its application for registration as a limited liability limited partnership, or in the case of a foreign limited partnership as most recently designated in its application for registration as a foreign limited partnership or a certificate filed pursuant to N.C. Gen. Stat. § 59-905
(13) “State” means a state, territory, or possession of the United States, the District of Columbia, or the Commonwealth of Puerto Rico. (1985 (Reg. Sess., 1986), c. 989, s. 2; 1999-362, s. 11; 1999-369, s. 4.2; 2001-387, s. 121; 2001-487, ss. 62(w), (x); 2013-157, s. 16.)