North Carolina § 59-102 - Definitions.

§ 59-102. Definitions.

As used in this Article, unless the context otherwise requires: "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. "Business entity" means a domestic corporation (including a professional corporation as defined in G.S. 55B-2), a foreign corporation (including a foreign professional corporation as defined in G.S. 55B-16), a domestic or foreign nonprofit corporation, a domestic or foreign limited liability company, a domestic limited partnership, a foreign limited partnership, a registered limited liability partnership, a foreign limited liability partnership, or any other partnership as defined in G.S. 59-36 whether or not formed under the laws of this State. "Certificate of limited partnership" means the certificate referred to in G.S. 59-201, and the certificate as amended. "Conformed copy" shall include a photostatic or other photographic copy of the original document. "Contribution" means any cash, property, services rendered, or a promissory note or other binding obligation to contribute cash or property or to perform services, which a partner contributes to a limited partnership in his capacity as a partner. "Domestic corporation" has the same meaning as in G.S. 55-1-40. "Domestic limited liability company" has the same meaning as the term "LLC" in G.S. 57D-1-03. "Domestic nonprofit corporation" means a corporation as defined in G.S. 55A-1-40. "Event of withdrawal of a general partner" means an event that causes a person to cease to be a general partner as provided in G.S. 59-402. "Foreign corporation" has the same meaning as in G.S. 55-1-40. "Foreign limited liability company" has the same meaning as the term "foreign LLC" in G.S. 57D-1-03. "Foreign limited liability limited partnership" means a foreign limited partnership whose general partners have limited liability for the obligations of the foreign limited partnership under a provision similar to the provisions of G.S. 59-403(b) pertaining to general partners in limited liability limited partnerships. "Foreign limited partnership" means a partnership formed under the laws of any state, province, country, or other jurisdiction other than this State and having as partners one or more general partners and one or more limited partners, and includes, for all purposes of the laws of the State of North Carolina, a limited liability limited partnership. "Foreign nonprofit corporation" means a foreign corporation as defined in G.S. 55A-1-40. "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. "Limited liability limited partnership" and "registered limited liability limited partnership" mean a limited partnership that is registered under and complies with G.S. 59-210. "Limited partner" means a person who has been admitted to a limited partnership as a limited partner in accordance with the partnership agreement. "Limited partnership" and "domestic limited partnership" mean a partnership formed by two or more persons under the laws of this State and having one or more general partners and one or more limited partners, and includes, for all purposes of the laws of the State of North Carolina, a limited liability limited partnership. "Partner" means a limited or general partner. "Partnership agreement" means any valid agreement of the partners as to the affairs of a limited partnership, the conduct of its business, and the responsibilities and rights of its partners. The term "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. The term also includes any agreement of the partners to waive or revise the terms of the partnership agreement in one or more specific instances and not necessarily on an ongoing or permanent basis. "Partnership interest" means a partner's share of the allocations of income, gain, loss, deduction or credit of a limited partnership and the right to receive distributions of cash or other partnership assets. "Person" means a natural person, domestic or foreign partnership, domestic or foreign limited partnership, domestic or foreign limited liability company, trust, estate, unincorporated association, domestic or foreign corporation, domestic or foreign nonprofit corporation, or another entity. "Principal office" means the office (in or out of this State) where the principal executive offices of a limited liability limited partnership or foreign limited partnership are located, in the case of a limited liability limited partnership as designated in its most recent annual report filed with the Secretary of State or, if no annual report has yet been filed, in its application for registration as a limited liability limited partnership, or in the case of a foreign limited partnership as most recently designated in its application for registration as a foreign limited partnership or a certificate filed pursuant to G.S. 59-905. "State" means a state, territory, or possession of the United States, the District of Columbia, or the Commonwealth of Puerto Rico. History (1985 (Reg. Sess., 1986), c. 989, s. 2; 1999-362, s. 11; 1999-369, s. 4.2; 2001-387, s. 121; 2001-487, ss. 62(w), (x); 2013-157, s. 16.) Editor's Note. - Session Laws 1999-362, s. 11 redesignated former subdivision (1) as (1a). Subsequently, Session Laws 1999-369, s. 4.2 added another subdivision (1a). The original subdivision (1) has been redesignated as (1b) to preserve alphabetical order at the direction of the Revisor of Statutes. Session Laws 2001-387, s. 154(b) provides that nothing in this act shall supersede the provisions of Article 10 or 65 of Chapter 58 of the General Statutes, and this act does not create an alternate means for an entity governed by Article 65 of Chapter 58 of the General Statutes to convert to a different business form. Effect of Amendments. - Session Laws 2013-157, s. 16, effective January 1, 2014, substituted "the term 'LLC' in G.S. 57D-1-03 " for "in G.S. 57C-1-03" in subdivision (3b); and substituted "the term 'foreign LLC' in G.S. 57D-1-03 " for "in G.S. 57C-1-03" in subdivision (4b). Legal Periodicals. - For article, "Legislative Survey: Business & Banking," see 22 Campbell L. Rev. 253 (2000).