§ 59-801. Nonjudicial dissolution. - North Carolina Statutes

Part 8. Dissolution.

§ 59‑801.  Nonjudicialdissolution.

(a)        A limitedpartnership is dissolved and its affairs shall be wound up upon the happeningof the first to occur of the following:

(1)        At the timespecified in the certificate of limited partnership or upon the happening ofevents specified in writing in the partnership agreement;

(2)        Written consent ofall partners;

(3)        An event ofwithdrawal of a general partner unless:

a.         At the time there isat least one other general partner, in which case, unless otherwise provided ina written partnership agreement or agreed upon by all remaining partners, (i)the limited partnership is not dissolved, (ii) the limited partnership shallnot be wound up, and (iii) the business of the limited partnership shall becontinued by the remaining general partners; or

b.         Within 90 days afterthe withdrawal, all remaining partners, or a lesser number or portion of thepartners provided in the partnership agreement, agree in writing to continuethe business of the limited partnership and to the appointment of one or moreadditional general partners if necessary or desired, in which case the limitedpartnership is not dissolved and is not required to be wound up by reason ofthe event of withdrawal;

(3a)      Ninety days after thewithdrawal of the limited partnership's last limited partner, unless thelimited partnership admits at least one limited partner before the end of the90 days; or

(4)        Entry of a decree ofjudicial dissolution under G.S. 59‑802.

(b)        The causes ofdissolution of a limited partnership shall be governed solely by this Article.Article 2 of this Chapter, which governs the causes of dissolution of apartnership without limited partners, does not apply and shall not govern thecauses of dissolution of a limited partnership. (1985 (Reg. Sess., 1986), c.989, s. 2; 1999‑362, s. 33.)