N.C. Gen. Stat. » Chapter 59
NC General Statutes

N.C. Gen. Stat. § 59-40 (2026)

Conveyance of real property of the partnership

✓ current as of July 2026
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(a) Where title to real property is in the partnership name, any partner may convey title to such property by a conveyance executed in the partnership name; but the partnership may recover such property unless the partner's act binds the partnership under the provisions of subsection (a) of G.S. 59-39, or unless such property has been conveyed by the grantee or a person claiming through such grantee to holder for value without knowledge that the partner, in making the conveyance, has exceeded his authority.

(b) Where title to real property is in the name of the partnership, a conveyance executed by a partner, in his own name, passes the equitable interest of the partnership, provided the act is one within the authority of the partner under the provisions of subsection (a) of G.S. 59-39.

(c) Where title to real property is in the name of one or more, but not all the partners, and the record does not disclose the right of the partnership, the partners in whose name the title stands may convey title to such property, but the partnership may recover such property if the partners' act does not bind the partnership under the provisions of subsection (a) of G.S. 59-39, unless the purchaser or his assignee, is a holder for value, without knowledge.

(d) Where the title to real property is in the name of one or more or all the partners, or in a third person in trust for the partnership, a conveyance executed by a partner in the partnership name, or in his own name, passes the equitable interest of the partnership, provided the act is one within the authority of the partner under the provisions of subsection (a) of G.S. 59-39.

(e) Where the title to real property is in the names of all the partners a conveyance executed by all the partners passes all their rights in such property. (1941, c. 374, s. 10; 1959, c. 1161, s. 3.)

 

Notes of Decisions
Cited in 4 cases, 1982–1994 · leading case: Potter v. Homestead Pres. Ass'n, 412 S.E.2d 1 (N.C. 1992).
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Potter v. Homestead Pres. Ass'n, 412 S.E.2d 1 (N.C. 1992). · cites it 3× “See N.C.G.S. § 59-40 (1989). A partner’s interest in partnership assets — including real property— is a personal property interest.”
Simmons v. Quick-Stop Food Mart, Inc., 296 S.E.2d 275 (N.C. 1982). · cites it 5× “See N.C. Gen. Stat. § 59-40 (1975). On the particular facts before us, we hold that Wood’s conveyance of 21 May 1970 to “Johnny L.”
Magers v. Thomas (In Re Vannoy), 176 B.R. 758 (Bankr. M.D.N.C. 1994). “First, the law in North Carolina and most other jurisdictions is that a partnership may be formed without a written partnership agreement.”
Simmons v. Quick Stop Food Mart, Inc., 286 S.E.2d 807 (N.C. Ct. App. 1982). “G.S. 59-40(a). In such cases, however, when the partner conveys partnership property “out” in his own name, he merely “passes the equitable interest of the partnership.”
— N.C. Gen. Stat. § 59-40(a) — 1 case
Simmons v. Quick Stop Food Mart, Inc., 286 S.E.2d 807 (N.C. Ct. App. 1982). “G.S. 59-40(a). In such cases, however, when the partner conveys partnership property “out” in his own name, he merely “passes the equitable interest of the partnership.”
— N.C. Gen. Stat. § 59-40(d) — 1 case
Simmons v. Quick-Stop Food Mart, Inc., 296 S.E.2d 275 (N.C. 1982). “See N.C. Gen. Stat. § 59-40 (1975). On the particular facts before us, we hold that Wood’s conveyance of 21 May 1970 to “Johnny L.”
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