§ 59-201. Certificate of limited partnership. - North Carolina Statutes

Part 2. Formation; Certificate ofLimited Partnership.

§ 59‑201.  Certificateof limited partnership.

(a)        In order to form alimited partnership, a certificate of limited partnership must be executed andfiled in the office of the Secretary of State and set forth:

(1)        The name of thelimited partnership.

(2)        The address,including county and city or town, and street and number, if any, of theregistered office and the name of the registered agent at such address forservice of process required to be maintained by G.S. 55D‑30.

(3)        If the limitedpartnership is to dissolve by a specific date, the latest date upon which thelimited 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 theaddress, including county and city or town, and street and number, if any, ofeach general partner.

(5)        The address,including county and city or town, and street and number, if any, of the officeat which the records referred to in G.S. 59‑106 are kept, if such recordsare not kept at the registered office.

(b)        Unless a delayedeffective date is specified in the certificate of limited partnership, alimited partnership is formed at the effective time and date of the filing ofthe certificate of limited partnership in the office of the Secretary of Stateif there has been substantial compliance with the requirements of this section.

(c)        Domestic limitedpartnership filings filed prior to October 1, 1986, with the Office of Registerof Deeds pursuant to G.S. 59‑2(a)(2) shall evidence the existence oflimited partnerships formed prior to October 1, 1986, and shall be publicnotice of only those matters contained in G.S. 59‑201(a) and shall beused for no other purpose.

(d)        A limited partnershipmay also be formed through the conversion of another business entity inaccordance with Part 10A of this Article.

(e)        If the limitedpartnership is to be a limited liability limited partnership at its formation,then instead of separately filing the application for registration as a limitedliability limited partnership, the application for registration shall beincluded 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.)