References
are to General Statutes of
§ 59-32. Definition of terms. As used in this Chapter, except as otherwise defined in Article 5 of
this Chapter for purposes of that Article, unless the context otherwise
requires:
(7) "Registered
limited liability partnership" means a partnership that is registered
under G.S. 59‑84.2 and complies with G.S. 59‑84.3.
§ 59-45. Nature of
partner's liability in ordinary partnerships and in registered limited
liability partnerships.
(a) Except as provided by subsections (a1) and (b)
of this section, all partners are jointly and severally liable for the acts and
obligations of the partnership.
(b) Nothing in this Chapter shall be interpreted
to abolish, modify, restrict, limit, or alter the law in this State applicable
to the professional relationship and liabilities between the individual
furnishing the professional services and the person receiving the professional
services, the standards of professional conduct applicable to the rendering of
the services, or any responsibilities, obligations, or sanctions imposed under
applicable licensing statutes. A partner in a registered limited liability
partnership is not individually liable, directly or indirectly, including by
indemnification, contribution, assessment, or otherwise, for the debts,
obligations, and liabilities of, or chargeable to, the registered limited
liability partnership that arise from errors, omissions, negligence,
malpractice, incompetence, or malfeasance committed by another partner or by an
employee, agent, or other representative of the partnership; provided, however,
nothing in this Chapter shall affect the liability of a partner of a
professional registered limited liability partnership for his or her own
errors, omissions, negligence, malpractice, incompetence, or malfeasance
committed in the rendering of professional services.
§ 59-84.2. Registered limited liability
partnerships.
(a) 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:
(1) The name of the partnership.
(2) 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.
(3) 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.
(4) The county in this State in which the registered office is
located.
(7) The fiscal year end of the partnership.
(f1) A partnership becomes a registered limited
liability partnership when its application for registration becomes effective.
(h) 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.
(j) A partnership may cancel its registration by
filing a certificate of cancellation with the Secretary of State.
§ 59-84.3. Name of
registered limited liability partnerships.
(a) Each registered limited liability partnership
and each foreign limited liability partnership authorized to transact business
in this State shall deliver to the Secretary of State for filing an annual
report, in a form prescribed by the Secretary of State, that sets forth all of
the following:
(1) The name of the registered limited liability partnership or
foreign limited liability partnership and the state or country under whose law
it is formed.
(2) The street address, and the mailing address if different from
the street address, of the registered office, the county in which the
registered office is located, and the name of its registered agent at that
office in this State, and a statement of any change of the registered office or
registered agent, or both.
(3) The street address and telephone number of its principal
office.
(4) A brief description of the nature of its business.
(5) The fiscal year end of the partnership.
If the information contained in
the most recently filed annual report has not changed, a certification to that
effect may be made instead of setting forth the information required by
subdivisions (2) through (4) of this subsection. The Secretary of State shall
make available the form required to file an annual report.
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