North Carolina General Statutes 59-201. Certificate of limited partnership
(a) In order to form a limited partnership, a certificate of limited partnership must be executed and filed in the office of the Secretary of State and set forth:
(1) The name of the limited partnership.
Terms Used In North Carolina General Statutes 59-201
- 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
- Evidence: Information presented in testimony or in documents that is used to persuade the fact finder (judge or jury) to decide the case for one side or the other.
- 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
- 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.
- Service of process: The service of writs or summonses to the appropriate party.
- 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
(2) The address, including county and city or town, and street and number, if any, of the registered office and the name of the registered agent at such address for service of process required to be maintained by N.C. Gen. Stat. § 55D-30
(3) If the limited partnership is to dissolve by a specific date, the latest date upon which the limited partnership is to dissolve. If no date for dissolution is specified, there shall be no limit on the duration of the limited partnership.
(4) The name and the address, including county and city or town, and street and number, if any, of each general partner.
(5) The address, including county and city or town, and street and number, if any, of the office at which the records referred to in N.C. Gen. Stat. § 59-106 are kept, if such records are not kept at the registered office.
(b) Unless a delayed effective date is specified in the certificate of limited partnership, a limited partnership is formed at the effective time and date of the filing of the certificate of limited partnership in the office of the Secretary of State if there has been substantial compliance with the requirements of this section.
(c) Domestic limited partnership filings filed prior to October 1, 1986, with the Office of Register of Deeds pursuant to N.C. Gen. Stat. § 59-2(a)(2) shall evidence the existence of limited partnerships formed prior to October 1, 1986, and shall be public notice of only those matters contained in N.C. Gen. Stat. § 59-201(a) and shall be used for no other purpose.
(d) A limited partnership may also be formed through the conversion of another business entity in accordance with Part 10A of this Article.
(e) If the limited partnership is to be a limited liability limited partnership at its formation, then instead of separately filing the application for registration as a limited liability limited partnership, the application for registration shall be included as part of the certificate of limited partnership. (1985 (Reg. Sess., 1986), c. 989, s. 2; 1987, c. 531, s. 3; 1987 (Reg. Sess., 1988), c. 1031, s. 3; 1997-485, s. 24; 1999-369, s. 4.3; 2000-140, s. 17; 2001-358, s. 50(b); 2001-387, ss. 124, 124A, 173, 175(a); 2001-413, s. 6.)