State Codes and Statutes

State Codes and Statutes

Statutes > North-carolina > Chapter_59 > GS_59-84_2

Article 3B.

Registered LimitedLiability Partnerships.

§ 59‑84.2.  Registeredlimited liability partnerships.

(a)        A partnership whoseinternal affairs are governed by the laws of this State, other than a limitedpartnership, may become a registered limited liability partnership by filingwith the Secretary of State an application stating all of the following:

(1)        The name of thepartnership.

(2)        The street address,and the mailing address if different from the street address, of its principaloffice and the county in which the principal office is located.

(3)        The name and streetaddress, and the mailing address if different from the street address, of thepartnership's registered agent and registered office for service of process.

(4)        The county in thisState in which the registered office is located.

(5)        Repealed by SessionLaws 2001‑387, s. 156(b), effective January 1, 2002.

(6)        Repealed by SessionLaws 2001‑387, s. 156(b), effective January 1, 2002.

(7)        The fiscal year endof the partnership.

(a1)      The terms andconditions on which a partnership becomes a limited liability partnership mustbe approved in the manner provided in the partnership agreement; provided,however, if the partnership agreement does not contain any such provision, theterms and conditions shall be approved (i) in the case of a  partnership havinga partnership agreement that expressly considers obligations to contribute tothe partnership, in the manner necessary to amend those provisions, or (ii) inany other case, in the manner necessary to amend the partnership agreement.

(b)        Repealed by SessionLaws 2001‑387, s. 156(b), effective January 1, 2002.

(c)        Repealed by SessionLaws 2001‑387, s. 156(b), effective January 1, 2002.

(d)        Repealed by SessionLaws 2001‑387, s. 156(b), effective January 1, 2002.

(e)        Repealed by SessionLaws 2001‑387, s. 156(b), effective January 1, 2002.

(f)         Repealed bySession Laws 2001‑387, s. 156(b), effective January 1, 2002.

(f1)       A partnershipbecomes a registered limited liability partnership when its application forregistration becomes effective.

(g)        The status of aregistered limited liability partnership and the liability of its partners isnot affected by errors or later changes in the information required to becontained in the application for registration.

(h)        A partnership shallpromptly amend its registration to reflect any change in the informationcontained in its application for registration, other than changes that areproperly included in other documents filed with the Secretary of State. Aregistration is amended by filing a certificate of amendment with the Secretaryof State. The certificate of amendment shall set forth:

(1)        The name of thepartnership as reflected on the application for registration.

(2)        The date of filingof the application for registration.

(3)        The amendment to theapplication for registration.

(i)         Each registeredlimited liability partnership must maintain a registered office and registeredagent as required by Article 4 of Chapter 55D of the General Statutes and issubject to service on the Secretary of State under that Article.

(j)         A partnership maycancel its registration by filing a certificate of cancellation with theSecretary of State. The certificate of cancellation shall set forth:

(1)        The name of thepartnership as reflected on the application for registration;

(2)        The date of filingof the application for registration;

(3)        A mailing address towhich the Secretary of State may mail a copy of any process served on theSecretary of State under this subsection;

(4)        A commitment to filewith the Secretary of State a statement of any subsequent change in its mailingaddress; and

(5)        The effective dateand time of cancellation if it is not to be effective at the time of filing thecertificate.

Cancellation of registrationterminates the authority of the partnership's registered agent to acceptservice of process, notice, or demand, and appoints the Secretary of State asagent to accept service on behalf of the partnership with respect to any actionor proceeding based upon any cause of action arising in this State, or arisingout of business transacted in this State, during the time the partnership wasregistered as a registered limited liability partnership. Service on theSecretary of State of any such process, notice, or demand shall be made bydelivering to and leaving with the Secretary of State, or with any clerkauthorized by the Secretary of State to accept service of process, duplicatecopies of such process, notice, or demand and the fee required by G.S. 59‑35.2.Upon receipt of process, notice, or demand in the manner provided in thissection, the Secretary of State shall immediately mail a copy of the process,notice, or demand by registered or certified mail, return receipt requested, tothe partnership at the mailing address designated pursuant to this subsection.

(k)        If a registeredlimited liability partnership is dissolved but its business is continued bysome of its partners with or without others in a new partnership under the samename, then (i) the new partnership shall automatically succeed to theregistration of the dissolved original partnership as a registered limitedliability partnership and (ii) the dissolved original partnership shall bedeemed to be registered as a registered limited liability partnership until thewinding up of its affairs is completed. (1993, c. 354, s. 5; 1999‑362, ss. 6, 7; 2000‑140,ss. 53, 101(p); 2001‑358, s. 51(a); 2001‑387, ss. 118, 156, 173,175(a); 2001‑413, s. 6; 2002‑58, s. 5.)