North Carolina § 59-84 - 2. Registered limited liability partnerships.

§ 59-84. 2. Registered limited liability partnerships.

A partnership whose internal affairs are governed by the laws of this State, other than a limited partnership, may become a registered limited liability partnership by filing with the Secretary of State an application stating all of the following: The name of the partnership. The street address, and the mailing address if different from the street address, of its principal office and the county in which the principal office is located. The name and street address, and the mailing address if different from the street address, of the partnership's registered agent and registered office for service of process. The county in this State in which the registered office is located. , (6) Repealed by Session Laws 2001-387, s. 156(b), effective January 1, 2002. The terms and conditions on which a partnership becomes a limited liability partnership must be approved in the manner provided in the partnership agreement; provided, however, if the partnership agreement does not contain any such provision, the terms and conditions shall be approved (i) in the case of a partnership having a partnership agreement that expressly considers obligations to contribute to the partnership, in the manner necessary to amend those provisions, or (ii) in any other case, in the manner necessary to amend the partnership agreement. through (f) Repealed by Session Laws 2001-387, s. 156(b), effective January 1, 2002. A partnership becomes a registered limited liability partnership when its application for registration becomes effective. The status of a registered limited liability partnership and the liability of its partners is not affected by errors or later changes in the information required to be contained in the application for registration. A partnership shall promptly amend its registration to reflect any change in the information contained in its application for registration, other than changes that are properly included in other documents filed with the Secretary of State. A registration is amended by filing a certificate of amendment with the Secretary of State. The certificate of amendment shall set forth: The name of the partnership as reflected on the application for registration. The date of filing of the application for registration. The amendment to the application for registration. A commitment to file with the Secretary of State a statement of any subsequent change in its mailing address; and The effective date and time of cancellation if it is not to be effective at the time of filing the certificate. Each registered limited liability partnership must maintain a registered office and registered agent as required by Article 4 of Chapter 55D of the General Statutes and is subject to service on the Secretary of State under that Article. A partnership may cancel its registration by filing a certificate of cancellation with the Secretary of State. The certificate of cancellation shall set forth: If a registered limited liability partnership is dissolved but its business is continued by some of its partners with or without others in a new partnership under the same name, then (i) the new partnership shall automatically succeed to the registration of the dissolved original partnership as a registered limited liability partnership and (ii) the dissolved original partnership shall be deemed to be registered as a registered limited liability partnership until the winding up of its affairs is completed. (7) The fiscal year end of the partnership. (1) The name of the partnership as reflected on the application for registration; (2) The date of filing of the application for registration; (3) A mailing address to which the Secretary of State may mail a copy of any process served on the Secretary of State under this subsection; Cancellation of registration terminates the authority of the partnership's registered agent to accept service of process, notice, or demand, and appoints the Secretary of State as agent to accept service on behalf of the partnership with respect to any action or proceeding based upon any cause of action arising in this State, or arising out of business transacted in this State, during the time the partnership was registered as a registered limited liability partnership. Service on the Secretary of State of any such process, notice, or demand shall be made by delivering to and leaving with the Secretary of State, or with any clerk authorized by the Secretary of State to accept service of process, duplicate copies 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 this section, the Secretary of State shall immediately mail a copy of the process, notice, or demand by registered or certified mail, return receipt requested, to the partnership at the mailing address designated pursuant to this subsection. History (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.) Editor's Note. - Session Laws 1999-362, s. 6, effective January 1, 2000, and applicable to registered limited liability partnerships existing on or after that date, added the Article 3B heading. The first two sections of Article 3B are G.S. 59-84.2 and 59-84.3, which had been part of Article 3A. Session Laws 2001-358, s. 53, provided that the act, which amended this section, was effective October 1, 2001, and applicable to documents submitted for filing on or after that date. Section 173 of Session Laws 2001-387 changed the effective date of Session Laws 2001-358 from October 1, 2001, to January 1, 2002. Section 6 of Session Laws 2001-413, effective September 14, 2001, added a sentence to s. 175(a) of Session Laws 2001-387, making s. 173 of that act effective when it became law (August 26, 2001). As a result of these changes, the amendment by Session Laws 2001-358 is effective January 1, 2002, and applicable to documents submitted for filing on or after that date. Session Laws 2001-387, s. 118 had amended this section. However, s. 156(a) of c. 387 repealed s. 118, contingent upon the enactment of Session Laws 2001-358. Session Laws 2001-358 was enacted August 10, 2001. 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. Legal Periodicals. - For comment, "How the Uniform Partnership Act Determines Ultimate Liability for a Claim Against a General Partnership and Provides for the Settling of Accounts Between Partners," see 17 Campbell L. Rev. 333 (1995). For comment, "Creating the Legal Monster: The Expansion and Effect of Legal Malpractice Liability in North Carolina," see 18 Campbell L. Rev. 121 (1996).