North Carolina General Statutes 59-801. Nonjudicial dissolution
(a) A limited partnership is dissolved and its affairs shall be wound up upon the happening of the first to occur of the following:
(1) At the time specified in the certificate of limited partnership or upon the happening of events specified in writing in the partnership agreement;
Terms Used In North Carolina General Statutes 59-801
- 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
- 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. See North Carolina General Statutes 59-102
- following: when used by way of reference to any section of a statute, shall be construed to mean the section next preceding or next following that in which such reference is made; unless when some other section is expressly designated in such reference. See North Carolina General Statutes 12-3
- 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
- in writing: may be construed to include printing, engraving, lithographing, and any other mode of representing words and letters: Provided, that in all cases where a written signature is required by law, the same shall be in a proper handwriting, or in a proper mark. See North Carolina General Statutes 12-3
- 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
- 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
(2) Written consent of all partners;
(3) An event of withdrawal of a general partner unless:
a. At the time there is at least one other general partner, in which case, unless otherwise provided in a written partnership agreement or agreed upon by all remaining partners, (i) the limited partnership is not dissolved, (ii) the limited partnership shall not be wound up, and (iii) the business of the limited partnership shall be continued by the remaining general partners; or
b. Within 90 days after the withdrawal, all remaining partners, or a lesser number or portion of the partners provided in the partnership agreement, agree in writing to continue the business of the limited partnership and to the appointment of one or more additional general partners if necessary or desired, in which case the limited partnership is not dissolved and is not required to be wound up by reason of the event of withdrawal;
(3a) Ninety days after the withdrawal of the limited partnership’s last limited partner, unless the limited partnership admits at least one limited partner before the end of the 90 days; or
(4) Entry of a decree of judicial dissolution under N.C. Gen. Stat. § 59-802
(b) The causes of dissolution of a limited partnership shall be governed solely by this Article. Article 2 of this Chapter, which governs the causes of dissolution of a partnership without limited partners, does not apply and shall not govern the causes of dissolution of a limited partnership. (1985 (Reg. Sess., 1986), c. 989, s. 2; 1999-362, s. 33.)